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-3/article-2/division-d/section-10a-3-2-42/
|
AL
|
Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 3 - Nonprofit Corporations.›Article 2 - Substantive Provisions.›Division D - Entity Specific Powers; Limitations.›Section 10A-3-2.42 - Loans to Directors and Officers Prohibited.
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 3 - Nonprofit Corporations. › Article 2 - Substantive Provisions. › Division D - Entity Specific Powers; Limitations. › Section 10A-3-2.42 - Loans to Directors and Officers Prohibited.
|
Section 10A-3-2.42
Loans to directors and officers prohibited.
No loans shall be made by a nonprofit corporation to its directors or officers. Any director or officer who assents to or participates in the making of any loan shall be liable to the nonprofit corporation for the amount of the loan until the repayment thereof.
(Acts 1984, No. 84-290, p. 502, §30; §10-3A-45; amended and renumbered by Act 2009-513, p. 967, §176.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-3/article-2/division-d/section-10a-3-2-43/
|
AL
|
Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 3 - Nonprofit Corporations.›Article 2 - Substantive Provisions.›Division D - Entity Specific Powers; Limitations.›Section 10A-3-2.43 - Power to Indemnify Directors or Officers.
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 3 - Nonprofit Corporations. › Article 2 - Substantive Provisions. › Division D - Entity Specific Powers; Limitations. › Section 10A-3-2.43 - Power to Indemnify Directors or Officers.
|
Section 10A-3-2.43
Power to indemnify directors or officers.
Each nonprofit corporation shall have the power to indemnify any director or officer or former director or officer of the corporation, or any person who may have served at its request as a director or officer of another corporation, whether profit or nonprofit, in which it owns shares of capital stock or of which it is a creditor, against expenses actually and reasonably incurred by him or her in connection with the defense of any action, suit, or proceeding, civil or criminal, in which he or she is made a party by reason of being or having been such director or officer, except in relation to matters as to which he or she shall be adjudged in the action, suit, or proceeding to be liable for negligence or misconduct in the performance of his or her duty; and to make any other indemnification that shall be authorized by the governing documents of the nonprofit corporation, vote of the board of directors, or resolution adopted after notice by the members entitled to vote.
(Act 2009-513, p. 967, §178 )
|
https://law.justia.com/codes/alabama/title-10a/chapter-3/article-2/division-d/section-10a-3-2-44/
|
AL
|
Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 3 - Nonprofit Corporations.›Article 2 - Substantive Provisions.›Division D - Entity Specific Powers; Limitations.›Section 10A-3-2.44 - Assertion of Lack of Capacity or Power; Defense of Ultra Vires
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 3 - Nonprofit Corporations. › Article 2 - Substantive Provisions. › Division D - Entity Specific Powers; Limitations. › Section 10A-3-2.44 - Assertion of Lack of Capacity or Power; Defense of Ultra Vires
|
Section 10A-3-2.44
Assertion of lack of capacity or power; defense of ultra vires
No act of a nonprofit corporation and no conveyance or transfer of real or personal property to or by a nonprofit corporation shall be invalid by reason of the fact that the corporation was without capacity of power to do an act or to make or receive a conveyance or transfer, but lack of capacity of power may be asserted:
(1) In a proceeding by a member or a director against the nonprofit corporation to enjoin the doing or continuation of unauthorized acts, or the transfer of real or personal property by or to the nonprofit corporation. If the unauthorized acts or transfer sought to be enjoined are being, or are to be, performed pursuant to any contract to which the nonprofit corporation is a party, the court may, if all of the parties to the contract are parties to the proceeding and if it deems the same to be equitable, set aside and enjoin the performance of the contract, and in so doing may allow to the nonprofit corporation or the other parties to the contract, as the case may be, compensation for the loss or damage sustained by either of them which may result from the action of the court in setting aside and enjoining the performance of the contract, but anticipated profits to be derived from the performance of the contract shall not be awarded by the court as a loss or damage sustained.
(2) In a proceeding by the nonprofit corporation, whether acting directly or through a receiver, trustee, or other legal representative, or through members in a representative suit, against the officers or directors of the nonprofit corporation for exceeding their authority.
(3) In a proceeding by the Attorney General, as provided in this chapter, to dissolve the nonprofit corporation, or in a proceeding by the Attorney General to enjoin the nonprofit corporation from performing unauthorized acts, or in any other proceeding by the Attorney General.
(Acts 1984, No. 84-290, p. 502, §6; §10-3A-21; amended and renumbered by Act 2009-513, p. 967, §179.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-3/article-3/section-10a-3-3-01/
|
AL
|
Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 3 - Nonprofit Corporations.›Article 3 - Formation of Nonprofit Corporations.›Section 10A-3-3.01 - Generally; Incorporators.
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 3 - Nonprofit Corporations. › Article 3 - Formation of Nonprofit Corporations. › Section 10A-3-3.01 - Generally; Incorporators.
|
Section 10A-3-3.01
Generally; incorporators.
One or more persons, partnerships, domestic corporations or foreign corporations, whether profit or nonprofit, may act as incorporator or incorporators of a nonprofit corporation by signing the certificate of formation and delivering the same to the Secretary of State for filing.
(Acts 1984, No. 84-290, p. 502, §31; §10-3A-60; amended and renumbered by Act 2009-513, p. 967, §181; Act 2020-73, §10.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-3/article-3/section-10a-3-3-02/
|
AL
|
Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 3 - Nonprofit Corporations.›Article 3 - Formation of Nonprofit Corporations.›Section 10A-3-3.02 - Supplemental Provisions Required in the Certificate of Formation
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 3 - Nonprofit Corporations. › Article 3 - Formation of Nonprofit Corporations. › Section 10A-3-3.02 - Supplemental Provisions Required in the Certificate of Formation
|
Section 10A-3-3.02
Supplemental provisions required in the certificate of formation
(a) In addition to the information required by Section 10A-1-3.05 in a certificate of formation of a filing entity under this title, the certificate of formation of a nonprofit corporation formed under this chapter shall set forth:
(1) If the nonprofit corporation is to have no members, a statement to that effect.
(2) Any provisions, not inconsistent with law, which the incorporators elect to set forth in the certificate of formation for the regulation of the internal affairs of the nonprofit corporation, including any provision for distribution of assets on dissolution or final liquidation.
(3) The number of directors constituting the initial board of directors, and the names and addresses of the persons who are to serve as the initial directors.
(b) It shall not be necessary to set forth in the certificate of formation any of the entity powers enumerated in Section 10A-1-2.11 or set forth in this chapter.
(c) Unless the certificate of formation provides that a change in the number of directors shall be made only by amendment to the certificate of formation, a change in the number of directors made by amendment to the bylaws shall be controlling. In all other cases, whenever a provision of the certificate of formation is inconsistent with a bylaw, the provision of the certificate of formation shall be controlling.
(Acts 1984, No. 84-290, p. 502, §32; §10-3A-61; amended and renumbered by Act 2009-513, p. 967, §181.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-3/article-3/section-10a-3-3-03/
|
AL
|
Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 3 - Nonprofit Corporations.›Article 3 - Formation of Nonprofit Corporations.›Section 10A-3-3.03 - Commencement of Corporate Existence.
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 3 - Nonprofit Corporations. › Article 3 - Formation of Nonprofit Corporations. › Section 10A-3-3.03 - Commencement of Corporate Existence.
|
Section 10A-3-3.03
Commencement of corporate existence.
Upon the effectiveness under Sections 10A-1-4.11 and 10A-1-4.12 of the filing of the certificate of formation with the Secretary of State, the corporate existence shall begin. The Secretary of State's filing of the certificate of formation shall be conclusive evidence that the corporation has been incorporated under this chapter, except as against the State of Alabama in a proceeding to cancel or revoke the incorporation or for involuntary dissolution of the corporation.
(Acts 1984, No. 84-290, p. 502, §34; §10-3A-63; amended and renumbered by Act 2009-513, p. 967, §183; Act 2020-73, §10.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-3/article-3/section-10a-3-3-04/
|
AL
|
Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 3 - Nonprofit Corporations.›Article 3 - Formation of Nonprofit Corporations.›Section 10A-3-3.04 - Organizational Meeting of Directors - First Meeting of Members.
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 3 - Nonprofit Corporations. › Article 3 - Formation of Nonprofit Corporations. › Section 10A-3-3.04 - Organizational Meeting of Directors - First Meeting of Members.
|
Section 10A-3-3.04
Organizational meeting of directors - First meeting of members.
(a) After the filing of the certificate of formation, an organizational meeting of the board of directors named in the certificate of formation shall be held, either within or without Alabama, at the call of a majority of the directors for the purpose of adopting bylaws, electing officers and transacting other business as may come before the meeting. The directors calling the meeting shall give at least three days' notice thereof by mail to each director so named, which notice shall state the time and place of the meeting.
(b) A first meeting of the members may be held at the call of the directors, or a majority of them, upon at least three days' notice, for the purposes as shall be stated in the notice of the meeting.
(Acts 1984, No. 84-290, p. 502, §35; §10-3A-64; amended and renumbered by Act 2009-513, p. 967, §183.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-3/article-4/section-10a-3-4-01/
|
AL
|
Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 3 - Nonprofit Corporations.›Article 4 - Amendments.›Section 10A-3-4.01 - Procedure to Amend Certificate of Formation of a Nonprofit Corporation.
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 3 - Nonprofit Corporations. › Article 4 - Amendments. › Section 10A-3-4.01 - Procedure to Amend Certificate of Formation of a Nonprofit Corporation.
|
Section 10A-3-4.01
Procedure to amend certificate of formation of a nonprofit corporation.
(a) Amendments to the certificate of formation of a nonprofit corporation shall be made in the following manner:
(1) If there are members entitled to vote thereon, the board of directors shall adopt a resolution setting forth the proposed amendment and directing that it be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Written notice setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each member entitled to vote at the meeting within the time and in the manner provided in this chapter for the giving of notice of meetings of members. The proposed amendment shall be adopted upon receiving at least two-thirds of the votes entitled to be cast by members present or represented by proxy at the meeting.
(2) If there are no members, or no members entitled to vote thereon, or if the amendment is one that does not require member action under Section 10A-1-3.12(a), an amendment shall be adopted at a meeting of the board of directors upon receiving the vote of a majority of the directors in office.
(b) Any number of amendments may be submitted and voted upon at any one meeting.
(Acts 1984, No. 84-290, p. 502, §37; §10-3A-81; amended and renumbered by Act 2009-513, p. 967, §185.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-3/article-4/section-10a-3-4-02/
|
AL
|
Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 3 - Nonprofit Corporations.›Article 4 - Amendments.›Section 10A-3-4.02 - Certificate of Amendment; Execution and Required Supplemental Provisions.
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 3 - Nonprofit Corporations. › Article 4 - Amendments. › Section 10A-3-4.02 - Certificate of Amendment; Execution and Required Supplemental Provisions.
|
Section 10A-3-4.02
Certificate of amendment; execution and required supplemental provisions.
The certificate of amendment of a nonprofit corporation shall be executed for the nonprofit corporation by its president or a vice president, and by its secretary or an assistant secretary, and verified by one of the officers signing the articles. The certificate of amendment shall be delivered to the Secretary of State for filing. The certificate of amendment shall set forth the information required by Section 10A-1-3.13 for certificates of amendment, and in addition shall set forth:
(1) If there are members entitled to vote thereon, (i) a statement setting forth the date of the meeting of members at which the amendment was adopted, that a quorum was present at the meeting, and that the amendment received at least two-thirds of the votes entitled to be cast by members present or represented by proxy at the meeting, or (ii) a statement that the amendment was adopted by a consent in writing signed by all members entitled to vote with respect thereto.
(2) If there are no members, or no members entitled to vote thereon, a statement of the fact, the date of the meeting of the board of directors at which the amendment was adopted, and a statement of the fact that the amendment received the vote of a majority of the directors in office.
(Acts 1984, No. 84-290, p. 502, §38; §10-3A-82; amended and renumbered by Act 2009-513, p. 967, §185; Act 2020-73, §10.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-3/article-4/section-10a-3-4-03/
|
AL
|
Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 3 - Nonprofit Corporations.›Article 4 - Amendments.›Section 10A-3-4.03 - Effect of Amendment on Existing Causes of Actions and Suits.
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 3 - Nonprofit Corporations. › Article 4 - Amendments. › Section 10A-3-4.03 - Effect of Amendment on Existing Causes of Actions and Suits.
|
Section 10A-3-4.03
Effect of amendment on existing causes of actions and suits.
No amendment shall affect any existing cause of action in favor of or against a nonprofit corporation, or any pending suit to which a nonprofit corporation shall be a party, or the existing rights of persons other than members; and, in the event the corporate name shall be changed by amendment, no suit brought by or against a nonprofit corporation under its former name shall abate for that reason.
(Acts 1984, No. 84-290, p. 502, §39; §10-3A-83; amended and renumbered by Act 2009-513, p. 967, §185.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-3/article-4/section-10a-3-4-04/
|
AL
|
Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 3 - Nonprofit Corporations.›Article 4 - Amendments.›Section 10A-3-4.04 - Restated Certificate of Formation.
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 3 - Nonprofit Corporations. › Article 4 - Amendments. › Section 10A-3-4.04 - Restated Certificate of Formation.
|
Section 10A-3-4.04
Restated certificate of formation.
(a) A domestic nonprofit corporation may at any time restate its certificate of formation as theretofore amended, in the following manner:
(1) If there are members entitled to vote thereon, the board of directors shall adopt a resolution setting forth the proposed restated certificate of formation and directing that they be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting.
(2) Written notice setting forth the proposed restated articles or a summary of the provisions thereof shall be given to each member entitled to vote thereon, within the time and in the manner provided in this chapter for the giving of notice of meetings of members. If the meeting is an annual meeting, the proposed restated articles or a summary of the provisions thereof may be included in the notice of the annual meeting.
(3) At the meeting a vote of the members entitled to vote thereon shall be taken on the proposed restated articles, which shall be adopted upon receiving the affirmative vote of a majority of the votes entitled to be cast by members present or represented by proxy at the meeting.
(4) If there are no members, or no members entitled to vote thereon, or if the only amendments to the original certificate of formation or to the most recent restated certificate of formation are amendments that do not require member action under Section 10A-1-3.12(a), the proposed restated articles shall be adopted at a meeting of the board of directors upon receiving the affirmative vote of a majority of the directors in office.
(b) Upon the approval, a restated certificate of formation shall be executed for the nonprofit corporation by its president or vice president, and by its secretary or assistant secretary, and verified by one of the officers signing the articles, and shall set forth:
(1) The information required by Section 10A-1-3.05, as supplemented by Section 10A-3-3.02.
(2) A statement that the restated certificate of formation shall state that they correctly set forth the provisions of the certificate of formation as theretofore amended, that they have been duly adopted as required by law, and that they supersede the original certificate of formation and all amendments thereto.
(c) The restated certificate of formation shall be delivered to the Secretary of State for filing.
(d) Upon the filing of the restated certificate of formation, the restated certificate of formation shall become effective and shall supersede the original certificate of formation and all amendments thereto.
(Acts 1984, No. 84-290, p. 502, §40; §10-3A-84; amended and renumbered by Act 2009-513, p. 967, §185; Act 2020-73, §10.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-3/article-5/section-10a-3-5-01/
|
AL
|
Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 3 - Nonprofit Corporations.›Article 5 - Merger and Consolidation.›Section 10A-3-5.01 - Procedure for Merger.
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 3 - Nonprofit Corporations. › Article 5 - Merger and Consolidation. › Section 10A-3-5.01 - Procedure for Merger.
|
Section 10A-3-5.01
Procedure for merger.
(a) Any two or more domestic nonprofit corporations may merge into one of the corporations pursuant to a plan of merger approved in the manner provided in this chapter.
(b) Each nonprofit corporation shall adopt a plan of merger setting forth:
(1) The names of the nonprofit corporations proposing to merge, and the name of the nonprofit corporation into which they propose to merge, which is hereinafter designated as the surviving nonprofit corporation.
(2) The terms and conditions of the proposed merger.
(3) A statement of any changes in the certificate of formation of the surviving nonprofit corporation to be effected by the merger.
(4) The other provisions with respect to the proposed merger as are deemed necessary or desirable.
(Acts 1984, No. 84-290, p. 502, §41; §10-3A-100; amended and renumbered by Act 2009-513, p. 967, §187.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-3/article-5/section-10a-3-5-02/
|
AL
|
Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 3 - Nonprofit Corporations.›Article 5 - Merger and Consolidation.›Section 10A-3-5.02 - Procedure for Consolidation.
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 3 - Nonprofit Corporations. › Article 5 - Merger and Consolidation. › Section 10A-3-5.02 - Procedure for Consolidation.
|
Section 10A-3-5.02
Procedure for consolidation.
(a) Any two or more domestic nonprofit corporations may consolidate into a new nonprofit corporation pursuant to a plan of consolidation approved in the manner provided in this chapter.
(b) Each nonprofit corporation shall adopt a plan of consolidation setting forth:
(1) The names of the nonprofit corporations proposing to consolidate, and the name of the new nonprofit corporation into which they propose to consolidate, which is hereinafter designated as the new nonprofit corporation.
(2) The terms and conditions of the proposed consolidation.
(3) With respect to the new nonprofit corporation, all of the statements required to be set forth in the certificate of formation for nonprofit corporations organized under this chapter.
(4) The other provisions with respect to the proposed consolidation as are deemed necessary or desirable.
(Acts 1984, No. 84-290, p. 502, §42; §10-3A-101; amended and renumbered by Act 2009-513, p. 967, §187.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-3/article-5/section-10a-3-5-03/
|
AL
|
Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 3 - Nonprofit Corporations.›Article 5 - Merger and Consolidation.›Section 10A-3-5.03 - Approval of Merger or Consolidation.
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 3 - Nonprofit Corporations. › Article 5 - Merger and Consolidation. › Section 10A-3-5.03 - Approval of Merger or Consolidation.
|
Section 10A-3-5.03
Approval of merger or consolidation.
(a) A plan of merger or consolidation shall be adopted in the following manner:
(1) If the members of any merging or consolidating nonprofit corporation are entitled to vote thereon, the board of directors of the nonprofit corporation shall adopt a resolution approving the proposed plan and directing that it be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Written notice setting forth the proposed plan or a summary thereof shall be given to each member entitled to vote at the meeting within the time and in the manner provided in this chapter for the giving of notice of meeting of members. The proposed plan shall be adopted upon receiving at least two-thirds of the votes entitled to be cast by members present or represented by proxy at the meeting.
(2) If any merging or consolidating nonprofit corporation has no members, or no members entitled to vote thereon, a plan of merger or consolidation shall be adopted at a meeting of the board of directors of the corporation upon receiving the vote of a majority of the directors in office.
(b) After the approval, and at any time prior to the filing of the articles of merger or consolidation, the merger or consolidation may be abandoned pursuant to provisions therefor, if any, set forth in the plan of merger or consolidation.
(Acts 1984, No. 84-290, p. 502, §43; §10-3A-102; amended and renumbered by Act 2009-513, p. 967, §187.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-3/article-5/section-10a-3-5-04/
|
AL
|
Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 3 - Nonprofit Corporations.›Article 5 - Merger and Consolidation.›Section 10A-3-5.04 - Articles of Merger or Consolidation.
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 3 - Nonprofit Corporations. › Article 5 - Merger and Consolidation. › Section 10A-3-5.04 - Articles of Merger or Consolidation.
|
Section 10A-3-5.04
Articles of merger or consolidation.
(a) Upon the approval, articles of merger or articles of consolidation shall be executed for each nonprofit corporation by its president or a vice president, and by its secretary or an assistant secretary, and verified by one of the officers signing the articles, and shall set forth:
(1) The plan of merger or the plan of consolidation;
(2) If the members of any merging or consolidating nonprofit corporation are entitled to vote thereon, then as to each nonprofit corporation (i) a statement setting forth the date of the meeting of members at which the plan was adopted, that a quorum was present at the meeting, and that the plan received at least two-thirds of the votes entitled to be cast by members present or represented by proxy at the meeting, or (ii) a statement that the amendment was adopted by a consent in writing signed by all members entitled to vote with respect thereto; and
(3) If any merging or consolidating nonprofit corporation has no members, or no members entitled to vote thereon, then as to each nonprofit corporation a statement of the fact, the date of the meeting of the board of directors at which the plan was adopted, and a statement of the fact that the plan received the vote of a majority of the directors in office.
(b) The articles of merger or articles of consolidation shall be delivered to the Secretary of State for filing.
(Acts 1984, No. 84-290, p. 502, §44; §10-3A-103; amended and renumbered by Act 2009-513, p. 967, §187; Act 2020-73, §10.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-3/article-5/section-10a-3-5-05/
|
AL
|
Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 3 - Nonprofit Corporations.›Article 5 - Merger and Consolidation.›Section 10A-3-5.05 - Effect of Merger or Consolidation.
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 3 - Nonprofit Corporations. › Article 5 - Merger and Consolidation. › Section 10A-3-5.05 - Effect of Merger or Consolidation.
|
Section 10A-3-5.05
Effect of merger or consolidation.
(a) The merger or consolidation shall be effected upon the effective date and time of the articles of merger or consolidation pursuant to Section 10A-1-4.11.
(b) When the merger or consolidation has been effected:
(1) The nonprofit corporations, parties to the plan of merger or consolidation, shall become a single nonprofit corporation, which, in the case of a merger, shall be that nonprofit corporation designated in the plan of merger as the surviving nonprofit corporation, and, in the case of a consolidation, shall be the new nonprofit corporation provided for in the plan of consolidation.
(2) The separate existence of all nonprofit corporations parties to the plan of merger or consolidation, except the surviving or new nonprofit corporation, shall cease.
(3) The surviving or new nonprofit corporation shall have all the rights, privileges, immunities, and powers and shall be subject to all the duties and liabilities of a nonprofit corporation organized under this title.
(4) The surviving or new nonprofit corporation shall thereupon and thereafter possess all the rights, privileges, immunities, and franchises of a public as well as of a private nature, of each of the merging or consolidating nonprofit corporations; and all property, real, personal and mixed, and all debts due on whatever account, and all other choses in action, and all and every other interest, of or belonging to or due to each of the nonprofit corporations so merged or consolidated, shall be taken and deemed to be transferred to and vested in the single nonprofit corporation without further act or deed; and the title to any real estate, or any interest therein, vested in any nonprofit corporations shall not revert or be in any way impaired by reason of the merger or consolidation.
(5) The surviving or new nonprofit corporation shall thenceforth be responsible and liable for all the liabilities and obligations of each of the nonprofit corporations so merged or consolidated; and any claim existing or action or proceeding pending by or against any of the nonprofit corporations may be prosecuted as if the merger or consolidation had not taken place, or the surviving or new nonprofit corporation may be substituted in its place. Neither the rights of creditors nor any liens upon the property of any nonprofit corporation shall be impaired by the merger or consolidation.
(6) In the case of a merger, the certificate of formation of the surviving nonprofit corporation shall be deemed to be amended to the extent, if any, that changes in its certificate of formation are stated in the plan of merger; and, in the case of a consolidation, the statements set forth in the articles of consolidation and which are required or permitted to be set forth in the certificate of formation of nonprofit corporations organized under this title shall be deemed to be the certificate of formation of the new nonprofit corporation.
(Acts 1984, No. 84-290, p. 502, §45; §10-3A-104; amended and renumbered by Act 2009-513, p. 967, §187.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-3/article-5/section-10a-3-5-06/
|
AL
|
Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 3 - Nonprofit Corporations.›Article 5 - Merger and Consolidation.›Section 10A-3-5.06 - Merger or Consolidation of Domestic and Foreign Nonprofit Corporations.
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 3 - Nonprofit Corporations. › Article 5 - Merger and Consolidation. › Section 10A-3-5.06 - Merger or Consolidation of Domestic and Foreign Nonprofit Corporations.
|
Section 10A-3-5.06
Merger or consolidation of domestic and foreign nonprofit corporations.
(a) One or more foreign nonprofit corporations and one or more domestic nonprofit corporations may be merged or consolidated in the following manner, if the merger or consolidation is permitted by the laws of the state under which each foreign nonprofit corporation is organized:
(1) Each domestic nonprofit corporation shall comply with the provisions of this title with respect to the merger or consolidation, as the case may be, of domestic nonprofit corporations and each foreign nonprofit corporation shall comply with the applicable provisions of the laws of the state under which it is organized.
(2) If the surviving or new nonprofit corporation, as the case may be, is to be governed by the laws of any state other than Alabama, it shall comply with the provisions of this title with respect to foreign entities if it is to conduct affairs in Alabama, and in every case it shall be deemed to have consented that it may be served with process in Alabama as provided by the statutes of Alabama or the rules of the Alabama Supreme Court in any proceeding for the enforcement of any obligation of any domestic nonprofit corporation which is a party to the merger or consolidation.
(b) The effect of the merger or consolidation shall be the same as in the case of the merger or consolidation of domestic nonprofit corporations, if the surviving or new nonprofit corporation is to be governed by the laws of Alabama. If the surviving or new nonprofit corporation is to be governed by the laws of any state other than Alabama, the effect of the merger or consolidation shall be the same as in the case of the merger or consolidation of domestic nonprofit corporations except insofar as the laws of the other state provide otherwise.
(c) After approval by the members or, if there be no members entitled to vote thereon, by the board of directors, and at any time prior to the filing of the articles of merger or consolidation, the merger or consolidation may be abandoned pursuant to provisions therefor, if any, set forth in the plan of merger or consolidation.
(Acts 1984, No. 84-290, p. 502, §46; §10-3A-105; amended and renumbered by Act 2009-513, p. 967, §187.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-3/article-5/section-10a-3-5-07/
|
AL
|
Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 3 - Nonprofit Corporations.›Article 5 - Merger and Consolidation.›Section 10A-3-5.07 - Nonexclusive.
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 3 - Nonprofit Corporations. › Article 5 - Merger and Consolidation. › Section 10A-3-5.07 - Nonexclusive.
|
Section 10A-3-5.07
Nonexclusive.
The provisions of this chapter on merger and consolidation are not exclusive. Nonprofit corporations may be merged or consolidated, or converted, in any other manner provided by law, including as provided by Article 8 of Chapter 1.
(Act 2009-513, p. 967, §188.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-3/article-6/section-10a-3-6-01/
|
AL
|
Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 3 - Nonprofit Corporations.›Article 6 - Sale of Assets.›Section 10A-3-6.01 - Sale, Lease, Exchange, or Mortgage of Assets.
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 3 - Nonprofit Corporations. › Article 6 - Sale of Assets. › Section 10A-3-6.01 - Sale, Lease, Exchange, or Mortgage of Assets.
|
Section 10A-3-6.01
Sale, lease, exchange, or mortgage of assets.
A sale, lease, exchange, mortgage, pledge or other disposition of all, or substantially all, the property and assets of a nonprofit corporation may be made upon the terms and conditions and for the consideration, which may consist in whole or in part of money or property, real or personal, including shares of any corporation for profit, domestic or foreign, as may be authorized in the following manner:
(1) If there are members entitled to vote thereon, the board of directors shall adopt a resolution recommending the sale, lease, exchange, mortgage, pledge or other disposition and directing that it be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Written notice stating that the purpose, or one of the purposes, of the meeting is to consider the sale, lease, exchange, mortgage, pledge, or other disposition of all, or substantially all, the property and assets of the nonprofit corporation shall be given to each member entitled to vote at the meeting, within the time and in the manner provided by this chapter for the giving of notice of meetings of members. At the meeting the members may authorize the sale, lease, exchange, mortgage, pledge, or other disposition and may fix, or may authorize the board of directors to fix, any or all of the terms and conditions thereof and the consideration to be received by the nonprofit corporation therefor. The authorization shall require at least two-thirds of the votes entitled to be cast by members present or represented by proxy at the meeting. After the authorization by a vote of members, the board of directors, nevertheless, in its discretion, may abandon the sale, lease, exchange, mortgage, pledge, or other disposition of assets, subject to the rights of third parties under any contracts relating thereto, without further action or approval by members.
(2) If there are no members, or no members entitled to vote thereon, a sale, lease, exchange, mortgage, pledge, or other disposition of all, or substantially all, the property and assets of a nonprofit corporation shall be authorized upon receiving the vote of a majority of the directors in office.
(Acts 1984, No. 84-290, p. 502, §47; §10-3A-120; amended and renumbered by Act 2009-513, p. 967, §190.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-3/article-7/section-10a-3-7-01/
|
AL
|
Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 3 - Nonprofit Corporations.›Article 7 - Dissolution.›Section 10A-3-7.01 - Voluntary Dissolution - Procedure.
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 3 - Nonprofit Corporations. › Article 7 - Dissolution. › Section 10A-3-7.01 - Voluntary Dissolution - Procedure.
|
Section 10A-3-7.01
Voluntary dissolution - Procedure.
(a) A nonprofit corporation may dissolve and wind up its affairs in the following manner:
(1) If there are members entitled to vote thereon, the board of directors shall adopt a resolution recommending that the nonprofit corporation be dissolved, and directing that the question of the dissolution be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Written notice stating that the purpose, or one of the purposes, of the meeting is to consider the advisability of dissolving the nonprofit corporation, shall be given to each member entitled to vote at the meeting, within the time and in the manner provided in this chapter for the giving of notice of meetings of members. A resolution to dissolve the nonprofit corporation shall be adopted upon receiving at least two-thirds of the votes entitled to be cast by members present or represented by proxy at the meeting.
(2) If there are no members, or no members entitled to vote thereon, the dissolution of the corporation shall be authorized at a meeting of the board of directors upon the adoption of a resolution to dissolve by the vote of a majority of the directors in office.
(b) Upon the adoption of the resolution by the members, or by the board of directors if there are no members or no members entitled to vote thereon, a statement of intent to dissolve shall be executed for the nonprofit corporation by its president or a vice president, and by its secretary or an assistant secretary, and verified by one of the officers signing the statement, which statement shall set forth:
(1) The name of the nonprofit corporation.
(2) The names and respective addresses of its officers.
(3) The names and respective addresses of its directors.
(4) If there are members entitled to vote thereon, (i) a statement setting forth the date of the meeting of members at which the resolution to dissolve was adopted, that a quorum was present at the meeting, and that the resolution received at least two-thirds of the votes entitled to be cast by members present or represented by proxy at the meeting, or (ii) a statement that the resolution was adopted by a consent in writing signed by all members entitled to vote with respect thereto.
(5) If there are no members, or no members entitled to vote thereon, a statement of the fact, the date of the meeting of the board of directors at which the resolution to dissolve was adopted, and a statement of the fact that the resolution received the vote of a majority of the directors in office.
(6) The unique identifying number or other designation as assigned by the Secretary of State.
(c) The statement of intent to dissolve shall be delivered to the Secretary of State for filing.
(d) Upon the filing of a statement of intent to dissolve, the nonprofit corporation shall cease to conduct its affairs except insofar as may be necessary for the winding up thereof, and shall proceed to collect its assets and apply and distribute them as provided in this chapter.
(Acts 1984, No. 84-290, p. 502, §48; §10-3A-140; amended and renumbered by Act 2009-513, p. 967, §192; Act 2020-73, §10.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-3/article-7/section-10a-3-7-02/
|
AL
|
Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 3 - Nonprofit Corporations.›Article 7 - Dissolution.›Section 10A-3-7.02 - Voluntary Dissolution - Distribution of Assets Generally.
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 3 - Nonprofit Corporations. › Article 7 - Dissolution. › Section 10A-3-7.02 - Voluntary Dissolution - Distribution of Assets Generally.
|
Section 10A-3-7.02
Voluntary dissolution - Distribution of assets generally.
The assets of a nonprofit corporation in the process of dissolution shall be applied and distributed as follows:
(1) All liabilities and obligations of the nonprofit corporation shall be paid and discharged, or adequate provision shall be made therefor;
(2) Assets held by the nonprofit corporation upon condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred or conveyed in accordance with the requirements;
(3) Assets received and held by the nonprofit corporation subject to limitations permitting their use only for charitable, religious, eleemosynary, benevolent, educational, or similar purposes, but not held upon a condition requiring return, transfer or conveyance by reason of the dissolution, shall be transferred or conveyed to one or more domestic or foreign corporations, societies or organizations engaged in activities substantially similar to those of the dissolving nonprofit corporation, pursuant to a plan of distribution adopted as provided in this chapter;
(4) Other assets, if any, shall be distributed in accordance with the provisions of the governing documents to the extent that the governing documents determine the distributive rights of members, or any class or classes of members, or provide for distribution to others;
(5) Any remaining assets may be distributed to the persons, societies, organizations, or domestic or foreign corporations, whether for profit or nonprofit, as may be specified in a plan of distribution adopted as provided in this chapter.
(Acts 1984, No. 84-290, p. 502, §49; §10-3A-141; amended and renumbered by Act 2009-513, p. 967, §192.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-3/article-7/section-10a-3-7-03/
|
AL
|
Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 3 - Nonprofit Corporations.›Article 7 - Dissolution.›Section 10A-3-7.03 - Voluntary Dissolution - Plan of Distribution of Assets.
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 3 - Nonprofit Corporations. › Article 7 - Dissolution. › Section 10A-3-7.03 - Voluntary Dissolution - Plan of Distribution of Assets.
|
Section 10A-3-7.03
Voluntary dissolution - Plan of distribution of assets.
A plan providing for the distribution of assets, not inconsistent with the provisions of this chapter, may be adopted by a nonprofit corporation in the process of dissolution and shall be adopted by a nonprofit corporation for the purpose of authorizing any transfer or conveyance of assets for which this chapter requires a plan of distribution, in the following manner:
(1) If there are members entitled to vote thereon, the board of directors shall adopt a resolution recommending a plan of distribution and directing the submission thereof to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Written notice setting forth the proposed plan of distribution or a summary thereof shall be given to each member entitled to vote at the meeting, within the time and in the manner provided in this chapter for the giving of notice of meetings of members. The plan of distribution shall be adopted upon receiving at least two-thirds of the votes entitled to be cast by members present or represented by proxy at the meeting.
(2) If there are no members, or no members entitled to vote thereon, a plan of distribution shall be adopted at a meeting of the board of directors upon receiving a vote of a majority of the directors in office.
(Acts 1984, No. 84-290, p. 502, §50; §10-3A-142; amended and renumbered by Act 2009-513, p. 967, §192.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-3/article-7/section-10a-3-7-04/
|
AL
|
Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 3 - Nonprofit Corporations.›Article 7 - Dissolution.›Section 10A-3-7.04 - Voluntary Dissolution - Revocation of Voluntary Dissolution Proceedings.
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 3 - Nonprofit Corporations. › Article 7 - Dissolution. › Section 10A-3-7.04 - Voluntary Dissolution - Revocation of Voluntary Dissolution Proceedings.
|
Section 10A-3-7.04
Voluntary dissolution - Revocation of voluntary dissolution proceedings.
(a) A nonprofit corporation may, at any time prior to the delivery of the articles of dissolution to the Secretary of State for filing, revoke the action theretofore taken to dissolve the nonprofit corporation, in the following manner:
(1) If there are members entitled to vote thereon, the board of directors shall adopt a resolution recommending that the voluntary dissolution proceedings be revoked, and directing that the question of the revocation be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Written notice stating that the purpose, or one of the purposes, of the meeting is to consider the advisability of revoking the voluntary dissolution proceedings shall be given to each member entitled to vote at the meeting, within the time and in the manner provided in this chapter for the giving of notice of meetings of members. A resolution to revoke the voluntary dissolution proceedings shall be adopted upon receiving at least two-thirds of the votes entitled to be cast by members present or represented by proxy at the meeting.
(2) If there are no members, or no members entitled to vote thereon, a resolution to revoke the voluntary dissolution proceedings shall be adopted at a meeting of the board of directors upon receiving the vote of a majority of the directors in office.
(b) Upon the adoption of the resolution by the members, or by the board of directors where there are no members or no members entitled to vote thereon, a statement of revocation of voluntary dissolution proceedings shall be executed for the nonprofit corporation by its president or a vice president, and by its secretary or an assistant secretary, and verified by one of the officers signing the statement, which statement shall set forth:
(1) The name of the nonprofit corporation.
(2) The names and respective addresses of its officers.
(3) The names and respective addresses of its directors.
(4) If there are members entitled to vote thereon, (i) a statement setting forth the date of the meeting of members at which the resolution to revoke the voluntary dissolution proceedings was adopted, that a quorum was present at the meeting, and that the resolution received at least two-thirds of the votes entitled to be cast by members present or represented by proxy at the meeting, or (ii) a statement that the resolution was adopted by a consent in writing signed by all members entitled to vote with respect thereto.
(5) If there are no members, or no members entitled to vote thereon, a statement of the fact, the date of the meeting of the board of directors at which the resolution to revoke the voluntary dissolution proceedings was adopted, and a statement of the fact that the resolution received the vote of a majority of the directors in office.
(6) The unique identifying number or other designation as assigned by the Secretary of State.
(c) The statement of revocation of voluntary dissolution proceedings shall be delivered to the Secretary of State for filing.
(d) Upon the filing of a statement of revocation of voluntary dissolution proceedings, the nonprofit corporation may thereupon again conduct its affairs.
(Acts 1984, No. 84-290, p. 502, §51; §10-3A-143; amended and renumbered by Act 2009-513, p. 967, §192; Act 2020-73, §10.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-3/article-7/section-10a-3-7-05/
|
AL
|
Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 3 - Nonprofit Corporations.›Article 7 - Dissolution.›Section 10A-3-7.05 - Voluntary Dissolution - Articles of Dissolution.
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 3 - Nonprofit Corporations. › Article 7 - Dissolution. › Section 10A-3-7.05 - Voluntary Dissolution - Articles of Dissolution.
|
Section 10A-3-7.05
Voluntary dissolution - Articles of dissolution.
If voluntary dissolution proceedings have not been revoked, then when all debts, liabilities, and obligations of the corporation shall have been paid and discharged, or adequate provision shall have been made therefor, and all of the remaining property and assets of the nonprofit corporation shall have been transferred, conveyed, or distributed in accordance with the provisions of this chapter, articles of dissolution shall be executed for the nonprofit corporation by its president or a vice president, and by its secretary or an assistant secretary, and verified by one of the officers signing the articles, which statement shall set forth:
(1) The name of the nonprofit corporation.
(2) That a statement of intent to dissolve the nonprofit corporation has theretofore been filed, and the date on which the statement was filed.
(3) That all debts, obligations, and liabilities of the nonprofit corporation have been paid and discharged or that adequate provision has been made therefor.
(4) A copy of the plan of distribution, if any, as adopted by the nonprofit corporation, or a statement that no plan was so adopted.
(5) That all the remaining property and assets of the nonprofit corporation have been transferred, conveyed, or distributed in accordance with the provisions of this chapter.
(6) That there are no suits pending against the nonprofit corporation in any court, or that adequate provision has been made for the satisfaction of any judgment, order, or decree which may be entered against it in any pending suit.
(7) The unique identifying number or other designation as assigned by the Secretary of State.
(Acts 1984, No. 84-290, p. 502, §52; §10-3A-144; amended and renumbered by Act 2009-513, p. 967, §192; Act 2020-73, §10.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-3/article-7/section-10a-3-7-06/
|
AL
|
Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 3 - Nonprofit Corporations.›Article 7 - Dissolution.›Section 10A-3-7.06 - Voluntary Dissolution - Filing of Articles of Dissolution.
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 3 - Nonprofit Corporations. › Article 7 - Dissolution. › Section 10A-3-7.06 - Voluntary Dissolution - Filing of Articles of Dissolution.
|
Section 10A-3-7.06
Voluntary dissolution - Filing of articles of dissolution.
(a) The articles of dissolution shall be delivered to the Secretary of State for filing.
(b) Upon the filing of the articles of dissolution, the existence of the nonprofit corporation shall cease, except for the purpose of suits, other proceedings, and appropriate corporate action by members, directors, and officers as provided in this chapter or otherwise in this title.
(Acts 1984, No. 84-290, p. 502, §53; §10-3A-145; amended and renumbered by Act 2009-513, p. 967, §192; Act 2020-73, §10.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-3/article-7/section-10a-3-7-07/
|
AL
|
Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 3 - Nonprofit Corporations.›Article 7 - Dissolution.›Section 10A-3-7.07 - Involuntary Dissolution - Grounds.
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 3 - Nonprofit Corporations. › Article 7 - Dissolution. › Section 10A-3-7.07 - Involuntary Dissolution - Grounds.
|
Section 10A-3-7.07
Involuntary dissolution - Grounds.
A nonprofit corporation may be dissolved involuntarily by an order of the circuit court of the county in which the principal office of the nonprofit corporation in this state is located, and if none is located in this state, the circuit court for the county in which the most recent registered office of the nonprofit corporation is located in an action filed by the Attorney General when it is established that:
(1) The nonprofit corporation procured its certificate of formation through fraud;
(2) The nonprofit corporation has continued to exceed or abuse the authority conferred upon it by law;
(3) The nonprofit corporation has failed for 90 days to appoint and maintain a registered agent in Alabama; or
(4) The nonprofit corporation has failed for 90 days after change of its registered agent to file in the office of the Secretary of State a statement of the change.
(Acts 1984, No. 84-290, p. 502, §54; §10-3A-146; amended and renumbered by Act 2009-513, p. 967, §192; Act 2020-73, §10.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-3/article-7/section-10a-3-7-08/
|
AL
|
Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 3 - Nonprofit Corporations.›Article 7 - Dissolution.›Section 10A-3-7.08 - Involuntary Dissolution - Procedure; Notification to Attorney General.
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 3 - Nonprofit Corporations. › Article 7 - Dissolution. › Section 10A-3-7.08 - Involuntary Dissolution - Procedure; Notification to Attorney General.
|
Section 10A-3-7.08
Involuntary dissolution - Procedure; notification to Attorney General.
The Secretary of State shall certify to the Attorney General, from time to time, the names of all nonprofit corporations which have given cause for dissolution as provided in this chapter, together with the facts pertinent thereto. Whenever the Secretary of State shall certify the name of a nonprofit corporation to the Attorney General as having given any cause for dissolution, the Secretary of State shall concurrently mail to the nonprofit corporation at its registered office a notice that the certification has been made. Upon the receipt of the certification, the Attorney General shall, no sooner than 30 days nor more than 90 days after the receipt, file an action in the name of the State of Alabama against the nonprofit corporation for its dissolution. If, before an action is filed, the nonprofit corporation shall appoint or maintain a registered agent as provided in this title, or shall file with the Secretary of State the required statement of change of registered agent, the fact shall be forthwith certified by the Secretary of State to the Attorney General and he or she shall not file an action against the nonprofit corporation for the cause. If, after an action is filed, the nonprofit corporation shall appoint or maintain a registered agent as provided in this title, or shall file with the Secretary of State the required statement of change of registered agent, and shall pay the costs of the action, the action for the cause shall abate.
(Acts 1984, No. 84-290, p. 502, §55; §10-3A-147; amended and renumbered by Act 2009-513, p. 967, §192; Act 2020-73, §10.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-3/article-7/section-10a-3-7-09/
|
AL
|
Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 3 - Nonprofit Corporations.›Article 7 - Dissolution.›Section 10A-3-7.09 - Involuntary Dissolution - Venue and Service of Process.
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 3 - Nonprofit Corporations. › Article 7 - Dissolution. › Section 10A-3-7.09 - Involuntary Dissolution - Venue and Service of Process.
|
Section 10A-3-7.09
Involuntary dissolution - Venue and service of process.
Every action for the involuntary dissolution of a nonprofit corporation shall be commenced by the Attorney General in the circuit court for the county in which the nonprofit corporation's principal office is located in this state, and if none in this state, in the circuit court for the county in which the nonprofit corporation's most recent registered office is located. Summons shall issue and be served as in other civil actions. If process is returned not found, the Attorney General shall cause publication to be made as in other civil cases in some newspaper published in the county in which the nonprofit corporation's principal office is located in this state, and if none in this state, in the county in which the nonprofit corporation's most recent registered office is located, containing a notice of the pendency of the action, the title of the court, the title of the action, and the date on or after which default may be entered. The Attorney General may include in one notice the names of any number of nonprofit corporations against which actions are then pending in the same court. The Attorney General shall cause a copy of the notice to be mailed to the nonprofit corporation at its registered office within 10 days after the first publication thereof. The certificate of the Attorney General of the mailing of the notice shall be prima facie evidence thereof. The notice shall be published once each week for two successive weeks, and the first publication thereof may begin at any time after the summons has been returned. Unless a nonprofit corporation shall have been served with summons, no default shall be taken against it earlier than 30 days after the last publication of the notice.
(Acts 1984, No. 84-290, p. 502, §56; §10-3A-148; amended and renumbered by Act 2009-513, p. 967, §192; Act 2020-73, §10.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-3/article-7/section-10a-3-7-10/
|
AL
|
Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 3 - Nonprofit Corporations.›Article 7 - Dissolution.›Section 10A-3-7.10 - Liquidation - Jurisdiction of Court to Liquidate Assets and Affairs of Corporat...
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 3 - Nonprofit Corporations. › Article 7 - Dissolution. › Section 10A-3-7.10 - Liquidation - Jurisdiction of Court to Liquidate Assets and Affairs of Corporation.
|
Section 10A-3-7.10
Liquidation - Jurisdiction of court to liquidate assets and affairs of corporation.
(a) The circuit court of the county in which the nonprofit corporation's principal office is located in this state, and if none in this state, the circuit court for the county in which the nonprofit corporation's most recent registered office is located shall have full power to liquidate the assets and affairs of a nonprofit corporation:
(1) In an action by a member or director when it is established:
a. That the directors are deadlocked in the management of the corporate affairs and that irreparable injury to the nonprofit corporation is being suffered or is threatened by reason thereof, and either that the members are unable to break the deadlock or there are no members having voting rights;
b. That the acts of the directors or those in control of the nonprofit corporation are illegal, oppressive, or fraudulent;
c. That the members entitled to vote in the election of directors are deadlocked in voting power and have failed for at least two years to elect successors to directors whose terms have expired or would have expired upon the election of their successors;
d. That the corporate assets are being misapplied or wasted; or
e. That the nonprofit corporation is unable to carry out its purposes.
(2) In an action by a creditor:
a. When the claim of the creditor has been reduced to judgment and an execution thereon has been returned unsatisfied and it is established that the nonprofit corporation is insolvent; or
b. When the nonprofit corporation has admitted in writing that the claim of the creditor is due and owing and it is established that the nonprofit corporation is insolvent.
(3) Upon application by a nonprofit corporation to have its dissolution continued under the supervision of the court.
(4) When an action has been filed by the Attorney General to dissolve a nonprofit corporation and it is established that liquidation of its affairs should precede the entry of an order of dissolution.
(b) Proceedings under this section shall be brought in the circuit court for the county in which the nonprofit corporation's principal office is located in this state, and if none in this state, in the circuit court for the county in which the nonprofit corporation's most recent registered office is located.
(c) It shall not be necessary to make directors or members parties to any action or proceedings unless relief is sought against them personally.
(Acts 1984, No. 84-290, p. 502, §57; §10-3A-149; amended and renumbered by Act 2009-513, p. 967, §192; Act 2020-73, §10.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-3/article-7/section-10a-3-7-11/
|
AL
|
Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 3 - Nonprofit Corporations.›Article 7 - Dissolution.›Section 10A-3-7.11 - Procedure in Liquidation of Corporation by Court.
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 3 - Nonprofit Corporations. › Article 7 - Dissolution. › Section 10A-3-7.11 - Procedure in Liquidation of Corporation by Court.
|
Section 10A-3-7.11
Procedure in liquidation of corporation by court.
(a) In proceedings to liquidate the assets and affairs of a nonprofit corporation, the court shall have the power to issue restraining orders or injunctions, to appoint a receiver or receivers pendente lite, with the powers and duties as the court, from time to time, may direct, and to take other proceedings as may be requisite to preserve the corporate assets wherever situated, and carry on the affairs of the nonprofit corporation until a full hearing can be had.
(b) After a hearing had upon the notice as the court may direct to be given to all parties to the proceedings and to any other parties in interest designated by the court, the court may appoint a liquidating receiver or receivers with authority to collect the assets of the nonprofit corporation. The liquidating receiver or receivers shall have authority, subject to the order of the court, to sell, convey, and dispose of all or any part of the assets of the nonprofit corporation wherever situated, either at public or private sale. The order appointing the liquidating receiver or receivers shall state their powers and duties. The powers and duties may be increased or diminished at any time during the proceedings.
(c) The assets of the nonprofit corporation or the proceeds resulting from a sale, conveyance, or other disposition thereof shall be applied and distributed as follows:
(1) All costs and expenses of the court proceedings and all liabilities and obligations of the nonprofit corporation shall be paid, satisfied and discharged, or adequate provision shall be made therefor;
(2) Assets held by the nonprofit corporation upon condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution or liquidation, shall be returned, transferred, or conveyed in accordance with the requirements;
(3) Assets received and held by the nonprofit corporation subject to limitations permitting their use only for charitable, religious, eleemosynary, benevolent, educational, or similar purposes, but not held upon a condition requiring return, transfer, or conveyance by reason of the dissolution or liquidation, shall be transferred or conveyed to one or more domestic or foreign nonprofit corporations, societies, or organizations engaged in activities substantially similar to those of the dissolving or liquidating nonprofit corporation as the court may direct;
(4) Other assets, if any, shall be distributed in accordance with the provisions of the governing documents of the nonprofit corporation to the extent that the governing documents determine the distributive right of members, or any class or classes of members, or provide for distribution to others; and
(5) Any remaining assets may be distributed to the persons, societies, organizations or domestic or foreign corporations, whether for profit or nonprofit, specified in the plan of distribution adopted as provided in this chapter, or when no plan of distribution has been adopted, as the court may direct.
(d) The court shall have power to allow, from time to time, as expenses of the liquidation compensation to the receiver or receivers and to attorneys in the proceeding, and to direct the payment thereof out of the assets of the nonprofit corporation or the proceeds of any sale or disposition of the assets.
(e) A receiver of a nonprofit corporation appointed under the provisions of this section shall have authority to sue and defend in all courts in his or her own name as receiver of the corporation. The court appointing the receiver shall have exclusive jurisdiction of the nonprofit corporation and its property, wherever situated.
(Acts 1984, No. 84-290, p. 502, §58; §10-3A-150; amended and renumbered by Act 2009-513, p. 967, §192.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-3/article-7/section-10a-3-7-12/
|
AL
|
Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 3 - Nonprofit Corporations.›Article 7 - Dissolution.›Section 10A-3-7.12 - Liquidation - Qualification of Receivers.
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 3 - Nonprofit Corporations. › Article 7 - Dissolution. › Section 10A-3-7.12 - Liquidation - Qualification of Receivers.
|
Section 10A-3-7.12
Liquidation - Qualification of receivers.
A receiver shall be a natural person, a partnership, a professional association, a professional corporation, or a business corporation authorized to act as receiver, which corporation may be a domestic corporation or a foreign corporation authorized to transact business in Alabama, and shall in all cases give bond as the court may direct with the sureties the court may require.
(Acts 1984, No. 84-290, p. 502, §59; §10-3A-151; amended and renumbered by Act 2009-513, p. 967, §192.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-3/article-7/section-10a-3-7-13/
|
AL
|
Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 3 - Nonprofit Corporations.›Article 7 - Dissolution.›Section 10A-3-7.13 - Liquidation - Filing of Claims in Liquidation Proceedings.
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 3 - Nonprofit Corporations. › Article 7 - Dissolution. › Section 10A-3-7.13 - Liquidation - Filing of Claims in Liquidation Proceedings.
|
Section 10A-3-7.13
Liquidation - Filing of claims in liquidation proceedings.
In proceedings to liquidate the assets and affairs of a nonprofit corporation, the court may require all creditors of the nonprofit corporation to file with the clerk of the court or with the receiver, in the form as the court may prescribe, proofs under oath of their respective claims. If the court requires the filing of claims, it shall fix a date, which shall be not less than four months from the date of the order, as the last day for the filing of claims, and shall prescribe the notice that shall be given to creditors and claimants of the date so fixed. Prior to the date so fixed, the court may extend the time for the filing of claims. Creditors and claimants failing to file proofs of claim on or before the date so fixed may be barred, by order of court, from participating in the distribution of the assets of the nonprofit corporation.
(Acts 1984, No. 84-290, p. 502, §60; §10-3A-152; amended and renumbered by Act 2009-513, p. 967, §192.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-3/article-7/section-10a-3-7-14/
|
AL
|
Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 3 - Nonprofit Corporations.›Article 7 - Dissolution.›Section 10A-3-7.14 - Liquidation - Discontinuance of Liquidation Proceedings.
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 3 - Nonprofit Corporations. › Article 7 - Dissolution. › Section 10A-3-7.14 - Liquidation - Discontinuance of Liquidation Proceedings.
|
Section 10A-3-7.14
Liquidation - Discontinuance of liquidation proceedings.
The liquidation of the assets and affairs of a nonprofit corporation may be discontinued at anytime during the liquidation proceedings when it is established that cause for liquidation no longer exists. In that event, the court shall dismiss the proceedings and direct the receiver to redeliver to the nonprofit corporation all its remaining property and assets.
(Acts 1984, No. 84-290, p. 502, §61; §10-3A-153; amended and renumbered by Act 2009-513, p. 967, §192.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-3/article-7/section-10a-3-7-15/
|
AL
|
Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 3 - Nonprofit Corporations.›Article 7 - Dissolution.›Section 10A-3-7.15 - Liquidation - Entry of Order of Involuntary Dissolution.
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 3 - Nonprofit Corporations. › Article 7 - Dissolution. › Section 10A-3-7.15 - Liquidation - Entry of Order of Involuntary Dissolution.
|
Section 10A-3-7.15
Liquidation - Entry of order of involuntary dissolution.
In proceedings to liquidate the assets and affairs of a nonprofit corporation, when the costs and expenses of the proceedings and all debts, obligations, and liabilities of the nonprofit corporation shall have been paid and discharged and all of its remaining property and assets distributed in accordance with the provisions of this chapter, or in case its property and assets are not sufficient to satisfy and discharge the costs, expenses, debts, and obligations, and all the property and assets have been applied so far as they will go to their payment, the court shall enter an order dissolving the nonprofit corporation, whereupon the existence of the nonprofit corporation shall cease.
(Acts 1984, No. 84-290, p. 502, §62; §10-3A-154; amended and renumbered by Act 2009-513, p. 967, §192.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-3/article-7/section-10a-3-7-16/
|
AL
|
Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 3 - Nonprofit Corporations.›Article 7 - Dissolution.›Section 10A-3-7.16 - Filing of Order of Dissolution.
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 3 - Nonprofit Corporations. › Article 7 - Dissolution. › Section 10A-3-7.16 - Filing of Order of Dissolution.
|
Section 10A-3-7.16
Filing of order of dissolution.
In case the court shall enter an order dissolving a nonprofit corporation, it shall be the duty of the court to cause a certified copy of the order to be delivered to the Secretary of State for filing. No fee shall be charged by the Secretary of State for the filing thereof.
(Acts 1984, No. 84-290, p. 502, §63; §10-3A-155; amended and renumbered by Act 2009-513, p. 967, §192; Act 2020-73, §10.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-3/article-7/section-10a-3-7-17/
|
AL
|
Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 3 - Nonprofit Corporations.›Article 7 - Dissolution.›Section 10A-3-7.17 - Deposits With State Treasurer.
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 3 - Nonprofit Corporations. › Article 7 - Dissolution. › Section 10A-3-7.17 - Deposits With State Treasurer.
|
Section 10A-3-7.17
Deposits with State Treasurer.
Upon the voluntary or involuntary dissolution of a nonprofit corporation, the portion of the assets distributable to any person who is unknown or cannot be found, or who is under disability and there is no person legally competent to receive the distributive portion, shall be reduced to cash and deposited with the State Treasurer and shall be paid over to the person or to his or her legal representative upon satisfactory proof to the State Treasurer of his or her right thereto. The cash shall be held for the owner by the State Treasurer for three years and any cash which remains unclaimed by the owner after three years shall be presumed abandoned and subject to the Uniform Disposition of Unclaimed Property Act.
(Acts 1984, No. 84-290, p. 502, §64; §10-3A-156; amended and renumbered by Act 2009-513, p. 967, §192.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-3/article-7/section-10a-3-7-18/
|
AL
|
Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 3 - Nonprofit Corporations.›Article 7 - Dissolution.›Section 10A-3-7.18 - Survival of Remedy After Dissolution.
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 3 - Nonprofit Corporations. › Article 7 - Dissolution. › Section 10A-3-7.18 - Survival of Remedy After Dissolution.
|
Section 10A-3-7.18
Survival of remedy after dissolution.
The dissolution of a nonprofit corporation either (1) by the filing of the articles of dissolution by the Secretary of State, or (2) by an order of court when the court has not liquidated the assets and affairs of the corporation as provided in this chapter, or (3) by operation of law, or (4) by expiration of its period of duration, shall not take away or impair any remedy available to or against the nonprofit corporation, its directors, officers, or members, for any right or claim existing, or any liability incurred, prior to the dissolution if action or other proceeding thereon is commenced within two years after the date of the dissolution. Any action or proceeding by or against the nonprofit corporation may be prosecuted or defended by the nonprofit corporation in its corporate name. The members, directors, and officers shall have power to take the corporate or other action as shall be appropriate to protect the remedy, right, or claim. If the nonprofit corporation was dissolved by the expiration of its period of duration, the nonprofit corporation may amend its certificate of formation at any time during the period of two years so as to extend its period of duration.
(Acts 1984, No. 84-290, p. 502, §65; §10-3A-157; amended and renumbered by Act 2009-513, p. 967, §192; Act 2020-73, §10.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-3/article-8/section-10a-3-8-01/
|
AL
|
Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 3 - Nonprofit Corporations.›Article 8 - Miscellaneous Provisions.›Section 10A-3-8.01 - Unauthorized Assumption of Corporate Powers.
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 3 - Nonprofit Corporations. › Article 8 - Miscellaneous Provisions. › Section 10A-3-8.01 - Unauthorized Assumption of Corporate Powers.
|
Section 10A-3-8.01
Unauthorized assumption of corporate powers.
All persons who assume to act as a corporation without authority to do so shall be jointly and severally liable for all debts and liabilities incurred or arising as a result thereof.
(Acts 1984, No. 84-290, p. 502, §89; §10-3A-223; amended and renumbered by Act 2009-513, p. 967, §197.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-3/article-8/section-10a-3-8-02/
|
AL
|
Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 3 - Nonprofit Corporations.›Article 8 - Miscellaneous Provisions.›Section 10A-3-8.02 - Effect of Repeal of Prior Acts.
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 3 - Nonprofit Corporations. › Article 8 - Miscellaneous Provisions. › Section 10A-3-8.02 - Effect of Repeal of Prior Acts.
|
Section 10A-3-8.02
Effect of repeal of prior acts.
The repeal of a prior act by this title shall not impair, or otherwise affect, the organization or the continued existence of an existing nonprofit corporation, nor the right of any foreign nonprofit corporation presently qualified to conduct affairs in Alabama to continue to do so without again qualifying to conduct affairs in Alabama. Nor shall the repeal of a prior act by this title affect any right accrued or established, or any liability or penalty incurred, or the construction of the certificate of incorporation or charter of any nonprofit corporation organized before the enactment of this title, or the determination of the rights and interests of any of its members or creditors, under the provisions of the prior act before the repeal thereof.
(Acts 1984, No. 84-290, p. 502, §91; §10-3A-225; amended and renumbered by Act 2009-513, p. 967, §199.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-4/article-1/section-10a-4-1-01/
|
AL
|
Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 4 - Professional Corporations.›Article 1 - General Provisions.›Section 10A-4-1.01 - Short Title.
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 4 - Professional Corporations. › Article 1 - General Provisions. › Section 10A-4-1.01 - Short Title.
|
Section 10A-4-1.01
Short title.
This chapter and the provisions of Chapter 1, to the extent applicable to professional corporations, may be cited as the Alabama Professional Corporation Law.
(Acts 1983, No. 83-514, p. 763, §1; §10-4-380; amended and renumbered by Act 2009-513, p. 967, §201.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-4/article-1/section-10a-4-1-02/
|
AL
|
Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 4 - Professional Corporations.›Article 1 - General Provisions.›Section 10A-4-1.02 - Applicability of Business Corporation Law and Nonprofit Corporation Law.
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 4 - Professional Corporations. › Article 1 - General Provisions. › Section 10A-4-1.02 - Applicability of Business Corporation Law and Nonprofit Corporation Law.
|
Section 10A-4-1.02
Applicability of Business Corporation Law and Nonprofit Corporation Law.
The provisions of the Alabama Business Corporation Law shall apply to professional corporations, domestic and foreign, except to the extent the provisions are inconsistent with the provisions of this chapter; provided, however, that in the case of nonprofit professional corporations, domestic or foreign, the provisions of the Alabama Nonprofit Corporation Law shall apply except to the extent the provisions are inconsistent with the provisions of this chapter.
(Acts 1983, No. 83-514, p. 763, §2; §10-4-381; amended and renumbered by Act 2009-513, p. 967, §201.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-4/article-1/section-10a-4-1-03/
|
AL
|
Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 4 - Professional Corporations.›Article 1 - General Provisions.›Section 10A-4-1.03 - Definitions.
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 4 - Professional Corporations. › Article 1 - General Provisions. › Section 10A-4-1.03 - Definitions.
|
Section 10A-4-1.03
Definitions.
As used in this chapter, unless the context otherwise requires, the term:
(1) DISQUALIFIED PERSON. Any person who is not a qualified person.
(2) DOMESTIC PROFESSIONAL CORPORATION. A corporation for profit or nonprofit organized pursuant to the provisions of this chapter.
(3) FOREIGN PROFESSIONAL CORPORATION. A corporation or unincorporated association, for profit or nonprofit, organized for the purpose of rendering professional services under a law other than the law of Alabama.
(4) LICENSING AUTHORITY. As defined in Section 10A-1-1.03(49).
(5) PROFESSIONAL SERVICE. As defined in Section 10A-1-1.03(80).
(6) QUALIFIED PERSON. With respect to any domestic professional corporation:
a. An individual who is authorized by law of Alabama or of any qualified state to render a professional service permitted by the certificate of formation of the professional corporation;
b. A general partnership in which all the partners are qualified persons with respect to the professional corporation; and
c. A professional corporation, domestic or foreign, in which all the shareholders are qualified persons with respect to the professional corporation.
d. A limited liability company in which all the members are qualified persons with respect to the professional corporation.
"Qualified person" does not include any person during any period in which the person's authorization to render professional services has been completely terminated or suspended.
(7) QUALIFIED STATE. Any state, other than Alabama, or territory of the United States or the District of Columbia which allows individuals authorized to render professional services in Alabama and not in the other state, or partnerships of the individuals, or domestic professional corporations or professional associations owned by the individuals to own shares of professional corporations or to be members of professional associations organized under its laws.
(Acts 1983, No. 83-514, p. 763, §3; §10-4-382; amended and renumbered by Act 2009-513, p. 967, §201.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-4/article-2/section-10a-4-2-01/
|
AL
|
Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 4 - Professional Corporations.›Article 2 - Purposes, Powers, and Organization.›Section 10A-4-2.01 - Purposes for Which Professional Corporations May Be Organized.
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 4 - Professional Corporations. › Article 2 - Purposes, Powers, and Organization. › Section 10A-4-2.01 - Purposes for Which Professional Corporations May Be Organized.
|
Section 10A-4-2.01
Purposes for which professional corporations may be organized.
Domestic professional corporations may be organized under this chapter only for the purpose of rendering professional services and services ancillary thereto within a single profession, except that the same professional corporation or nonprofit professional corporation may render medical, dental, and other health related services; provided that in the case of a professional corporation, at least one shareholder of the professional corporation is duly licensed to provide each professional service for which the professional corporation is organized, or, in the case of a nonprofit professional corporation, all of the professional services rendered by the corporation are rendered by persons duly licensed to render the professional service.
(Acts 1983, No. 83-514, p. 763, §4; Acts 1988, 1st Ex. Sess., No. 88-905, p. 474, §1; §10-4-383; amended and renumbered by Act 2009-513, p. 967, §203.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-4/article-2/section-10a-4-2-02/
|
AL
|
Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 4 - Professional Corporations.›Article 2 - Purposes, Powers, and Organization.›Section 10A-4-2.02 - Required Statement of Purpose in Certificate of Formation.
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 4 - Professional Corporations. › Article 2 - Purposes, Powers, and Organization. › Section 10A-4-2.02 - Required Statement of Purpose in Certificate of Formation.
|
Section 10A-4-2.02
Required statement of purpose in certificate of formation.
(a) Any corporation whose certificate of formation includes as a stated purpose the performance of professional services may be incorporated under this chapter by stating in its certificate of formation that it is incorporated under this chapter.
(b) A professional business corporation, other than a nonprofit professional corporation, which is subject to this chapter shall cease being governed by this chapter and shall be governed by the Alabama Business Corporation Law, if it is a domestic corporation, if it amends its certificate of formation to delete the statement that it is organized under this chapter, and conforms its articles to the Alabama Business Corporation Law and, if it is a foreign corporation, complies with the provisions of this title applicable to foreign entities. A domestic nonprofit professional corporation which is subject to this chapter shall cease being governed by this chapter and shall be governed by the Alabama Nonprofit Corporation Law, if it is a domestic corporation, if it amends its certificate of formation to delete the statement that it is organized under this chapter, and conforms its certificate to the Alabama Nonprofit Corporation Law and, if it is a foreign corporation, complies with the provisions of this title applicable to foreign entities.
(c) Any corporation which is not subject to this chapter may become subject to this chapter, if it is a domestic corporation, by conforming its articles to this chapter.
(d) Any foreign professional corporation which renders professional services in Alabama shall be subject to this chapter.
(Acts 1983, No. 83-514, p. 763, §5; §10-4-384; amended and renumbered by Act 2009-513, p. 967, §203; Act 2019-94, §2.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-4/article-2/section-10a-4-2-03/
|
AL
|
Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 4 - Professional Corporations.›Article 2 - Purposes, Powers, and Organization.›Section 10A-4-2.03 - Powers of Professional Corporation Generally; Profession Limited by Certificate...
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 4 - Professional Corporations. › Article 2 - Purposes, Powers, and Organization. › Section 10A-4-2.03 - Powers of Professional Corporation Generally; Profession Limited by Certificate of Formation.
|
Section 10A-4-2.03
Powers of professional corporation generally; profession limited by certificate of formation.
(a) Subject to Section 10A-4-5.07, a domestic professional corporation, including a professional corporation that is a nonprofit corporation, shall have all the powers necessary or convenient to effectuate its purposes, including those enumerated in Sections 10A-1-2.11, 10A-1-2.12, and 10A-1-2.13.
(b) A domestic professional corporation shall not engage in any profession other than the profession permitted by its certificate of formation, except that a domestic professional corporation may invest its funds in real estate, mortgages, stocks, bonds, or any other type investment.
(Acts 1983, No. 83-514, p. 763, §6; §10-4-385; amended and renumbered by Act 2009-513, p. 967, §203.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-4/article-2/section-10a-4-2-04/
|
AL
|
Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 4 - Professional Corporations.›Article 2 - Purposes, Powers, and Organization.›Section 10A-4-2.04 - Rendition of Professional Services.
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 4 - Professional Corporations. › Article 2 - Purposes, Powers, and Organization. › Section 10A-4-2.04 - Rendition of Professional Services.
|
Section 10A-4-2.04
Rendition of professional services.
A professional corporation, domestic or foreign, may render professional services in Alabama only through individuals permitted to render the services in Alabama; but nothing in this chapter shall be construed to require that any individual who is employed by a professional corporation be licensed to perform services for which no license is otherwise required or to prohibit the rendering of professional services by a licensed individual acting in his or her individual capacity, notwithstanding the individual may be a shareholder, member, director, officer, employee, or agent of a professional corporation, domestic or foreign.
(Acts 1983, No. 83-514, p. 763, §7; §10-4-386; amended and renumbered by Act 2009-513, p. 967, §203.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-4/article-3/section-10a-4-3-01/
|
AL
|
Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 4 - Professional Corporations.›Article 3 - Shareholders; Directors and Officers; Professional Liability.›Section 10A-4-3.01 - Issuance and Transfer of Shares.
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 4 - Professional Corporations. › Article 3 - Shareholders; Directors and Officers; Professional Liability. › Section 10A-4-3.01 - Issuance and Transfer of Shares.
|
Section 10A-4-3.01
Issuance and transfer of shares.
(a) A domestic professional corporation may issue shares, fractional shares, and rights or options to purchase shares only to qualified persons.
(b) Where deemed necessary by the licensing authority for any profession in order to prevent violations of the ethical standards of the profession, the licensing authority may, within its rule-making power, by rule further restrict, condition, or abridge the authority of domestic professional corporations to issue shares, but no rule shall, of itself, have the effect of causing a shareholder of a professional corporation at the time the rule becomes effective to become a disqualified person unless and to the extent specified by the licensing authority.
(c) A shareholder of a domestic professional corporation may transfer or pledge shares, fractional shares, and rights or options to purchase shares of the professional corporation only to qualified persons.
(d) Any issuance or transfer of shares in violation of this section shall be void, however, nothing contained herein shall prohibit the transfer of shares of a domestic professional corporation by operation of law or court decree.
(e) Nothing in this section shall require domestic nonprofit professional corporations to issue shares. The corporations may have members and all members must be qualified persons. A licensing authority may, within its rule-making power, by rule further restrict, condition, or abridge membership in domestic nonprofit corporations, but no rule shall, of itself, have the effect of causing a member of a domestic nonprofit professional corporation at the time the rule becomes effective to become a disqualified person unless and to the extent specified by the licensing authority.
(Acts 1983, No. 83-514, p. 763, §9; §10-4-388; amended and renumbered by Act 2009-513, p. 967, §205.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-4/article-3/section-10a-4-3-02/
|
AL
|
Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 4 - Professional Corporations.›Article 3 - Shareholders; Directors and Officers; Professional Liability.›Section 10A-4-3.02 - Death or Disqualification of Shareholder.
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 4 - Professional Corporations. › Article 3 - Shareholders; Directors and Officers; Professional Liability. › Section 10A-4-3.02 - Death or Disqualification of Shareholder.
|
Section 10A-4-3.02
Death or disqualification of shareholder.
(a) Upon the death of a shareholder of a domestic professional corporation, or if a shareholder of a domestic professional corporation becomes a disqualified person, or if shares of a domestic professional corporation are transferred by operation of law or court decree to a disqualified person, the shares of the deceased shareholder or of the disqualified person may be transferred to a qualified person and, if not so transferred, shall be purchased or redeemed by the domestic professional corporation to the extent of funds which may be legally made available for the purchase.
(b) If the price for the shares is not fixed by the governing documents of the domestic professional corporation or by private agreement, the domestic professional corporation, within six months after the death or 30 days after the disqualification or transfer, as the case may be, shall make a written offer to pay for the shares at a specified price deemed by the domestic professional corporation to be the fair value thereof as of the date of the death, disqualification, or transfer. The offer shall be given to the executor or administrator of the estate of a deceased shareholder or to the disqualified shareholder or transferee and shall be accompanied by a balance sheet of the domestic professional corporation, as of the latest available date and not more than 12 months prior to the making of the offer, and a profit and loss statement of the domestic professional corporation for the 12 months' period ended on the date of the balance sheet.
(c) If within 30 days after the date of the written offer from the domestic professional corporation the fair value of the shares is agreed upon between the disqualified person and the domestic professional corporation, payment therefor shall be made within 90 days, or other period as the parties may fix by agreement, after the date of the offer, upon surrender of the certificate or certificates representing the shares. Upon payment of the agreed value the disqualified persons shall cease to have any interest in the shares.
(d) If within 30 days from the date of the written offer from the domestic professional corporation, the disqualified person and the domestic professional corporation do not so agree, then either party may commence a civil action in the circuit court for the county in which the domestic professional corporation's principal office is located in this state, and if none in this state, in the circuit court for the county in which the domestic professional corporation's most recent registered office is located requesting that the fair value of the shares be found and determined. The disqualified person, wherever residing, shall be made a party to the proceeding as an action against his or her shares quasi in rem. Service shall be made in accordance with the rules of civil procedure. The disqualified person shall be entitled to judgment against the domestic professional corporation for the amount of the fair value of his or her shares as of the date of death, disqualification, or transfer upon surrender to the domestic professional corporation of the certificate or certificates representing the shares. The court may, in its discretion, order that the judgment be paid in installments and with interest and on terms as the court may determine. The court may, if it so elects, appoint one or more persons as appraisers to receive evidence and recommend a decision on the question of fair value. The appraisers shall have the power and authority as shall be specified in the order of their appointment or an amendment thereof.
(e) The judgment shall include an allowance for interest at the rate the court finds to be fair and equitable in all the circumstances, from the date of death, disqualification, or transfer.
(f) The costs and expenses of any proceeding shall be determined by the court and shall be assessed against the domestic professional corporation, but all or any part of the costs and expenses may be apportioned and assessed as the court may deem equitable against the disqualified person if the court shall find that the action of the disqualified person in failing to accept the offer was arbitrary or vexatious or not in good faith. The expenses shall include reasonable compensation for and reasonable expenses of the appraisers and a reasonable attorney's fee but shall exclude the fees and expenses of counsel for and of experts employed by any party; but if the fair value of the shares as determined materially exceeds the amount which the domestic professional corporation offered to pay therefor, or if no offer was made, the court in its discretion may award to the disqualified person the sum the court determines to be reasonable compensation to any expert or experts employed by the disqualified person in the proceeding.
(g) If a purchase, redemption, or transfer of the shares of a deceased or disqualified shareholder or of a transferee who is a disqualified person is not completed within 12 months after the death of the deceased shareholder or 12 months after the disqualification or transfer, as the case may be, the domestic professional corporation shall forthwith cancel the shares on its books and the disqualified person shall have no further interest as a shareholder in the domestic professional corporation other than his or her right to payment for the shares under this section.
(h) Shares acquired by a domestic professional corporation pursuant to payment of the agreed value therefor or to payment of the judgment entered therefor, as in this section provided, may be held, cancelled, or disposed of by the domestic professional corporation as in the case of other treasury shares.
(i) This section shall not be deemed to require the purchase of shares of a disqualified person where the period of the disqualification is for less than 12 months from the date of disqualification or transfer.
(j) Any provision regarding purchase, redemption, or transfer of shares of a domestic professional corporation contained in the certificate of formation, bylaws, or any private agreement shall be specifically enforceable in the courts of Alabama.
(k) Nothing herein contained shall prevent or relieve a domestic professional corporation from paying pension benefits or other deferred compensation for services rendered to or on behalf of a former shareholder as otherwise permitted by law.
(l) A domestic professional corporation may purchase its own shares from a disqualified person without regard to the availability of capital or surplus for the purchase; however, no purchase of or payment for the shares shall be made at a time when the domestic professional corporation is insolvent or when the purchase or payment would make it insolvent.
(m) The foregoing provisions of this section shall not apply to a domestic nonprofit professional corporation. Any member of a corporation who becomes a disqualified person must cease being a member not more than 12 months after the date of disqualification if he or she is then a disqualified person.
(Acts 1983, No. 83-514, p. 763, §10; Acts 1988, 1st Ex. Sess., No. 88-905, p. 474, §1; §10-4-389; amended and renumbered by Act 2009-513, p. 967, §205; Act 2020-73, §10.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-4/article-3/section-10a-4-3-03/
|
AL
|
Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 4 - Professional Corporations.›Article 3 - Shareholders; Directors and Officers; Professional Liability.›Section 10A-4-3.03 - Liability Generally.
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 4 - Professional Corporations. › Article 3 - Shareholders; Directors and Officers; Professional Liability. › Section 10A-4-3.03 - Liability Generally.
|
Section 10A-4-3.03
Liability generally.
(a) Every individual who renders professional services as an employee of a domestic or professional corporation shall be liable for any negligent or wrongful act or omission in which he or she personally participates to the same extent as if he or she rendered the services as a sole practitioner.
(b) The personal liability of a shareholder, employee, director, or officer of a domestic professional corporation, other than a nonprofit corporation, shall be no greater in any respect than that of a shareholder, employee, director, or officer of a corporation organized under the Alabama Business Corporation Law.
(c) The personal liability of a member, employee, director, or officer of a domestic nonprofit professional corporation shall be no greater in any respect than that of a member, employee, director, or officer of a corporation organized under the Alabama Nonprofit Corporation Law.
(d) The personal liability of a shareholder, member, employee, director, or officer of a foreign professional corporation shall be determined under the law of the jurisdiction in which it is organized.
(Acts 1983, No. 83-514, p. 763, §11; §10-4-390; amended and renumbered by Act 2009-513, p. 967, §205.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-4/article-3/section-10a-4-3-04/
|
AL
|
Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 4 - Professional Corporations.›Article 3 - Shareholders; Directors and Officers; Professional Liability.›Section 10A-4-3.04 - Professional Relationships; Privileged Communications.
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 4 - Professional Corporations. › Article 3 - Shareholders; Directors and Officers; Professional Liability. › Section 10A-4-3.04 - Professional Relationships; Privileged Communications.
|
Section 10A-4-3.04
Professional relationships; privileged communications.
(a) The relationship between an individual performing professional services as an employee of a professional corporation, domestic or foreign, and a client or patient shall be the same as if the individual performed the services as a sole practitioner.
(b) The relationship between a professional corporation, domestic or foreign, performing professional services and the client or patient shall be the same as between the client or patient and the individual performing the services.
(c) Any privilege applicable to communications between a person rendering professional services and the person receiving the services recognized under the laws of Alabama, whether statutory or deriving from common law, shall remain inviolate and shall extend to a professional corporation, domestic or foreign, and its employees in all cases in which it would be applicable to communications between an individual rendering the professional services and a person receiving the services.
(Acts 1983, No. 83-514, p. 763, §12.; §10-4-391; amended and renumbered by Act 2009-513, p. 967, §205.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-4/article-3/section-10a-4-3-05/
|
AL
|
Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 4 - Professional Corporations.›Article 3 - Shareholders; Directors and Officers; Professional Liability.›Section 10A-4-3.05 - Voting Trusts.
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 4 - Professional Corporations. › Article 3 - Shareholders; Directors and Officers; Professional Liability. › Section 10A-4-3.05 - Voting Trusts.
|
Section 10A-4-3.05
Voting trusts.
A voting trust with respect to shares of a domestic professional corporation shall not be valid unless all the trustees and beneficiaries thereof are qualified persons, except that a voting trust may be validly continued for a period of 12 months after the death of a deceased beneficiary or after a beneficiary has become a disqualified person.
(Acts 1983, No. 83-514, p. 763, §13; §10-4-392; amended and renumbered by Act 2009-513, p. 967, §205.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-4/article-3/section-10a-4-3-06/
|
AL
|
Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 4 - Professional Corporations.›Article 3 - Shareholders; Directors and Officers; Professional Liability.›Section 10A-4-3.06 - Directors and Officers.
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 4 - Professional Corporations. › Article 3 - Shareholders; Directors and Officers; Professional Liability. › Section 10A-4-3.06 - Directors and Officers.
|
Section 10A-4-3.06
Directors and officers.
At least one director of a domestic professional corporation and the president of a domestic professional corporation shall be qualified persons with respect to the corporation; provided, however, that the foregoing restriction shall not apply for a period of 12 months after the death of the sole shareholder of a domestic professional corporation.
(Acts 1983, No. 83-514, p. 763, §14; §10-4-393; amended and renumbered by Act 2009-513, p. 967, §205.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-4/article-4/section-10a-4-4-01/
|
AL
|
Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 4 - Professional Corporations.›Article 4 - Special Provisions as to Amendments; Merger and Consolidation.›Section 10A-4-4.01 - Amendments to Certificate of Formation by Administrators and the Like.
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 4 - Professional Corporations. › Article 4 - Special Provisions as to Amendments; Merger and Consolidation. › Section 10A-4-4.01 - Amendments to Certificate of Formation by Administrators and the Like.
|
Section 10A-4-4.01
Amendments to certificate of formation by administrators and the like.
Administrators, executors, guardians, conservators, or receivers of the estates of shareholders of a domestic professional corporation who hold all of the outstanding shares of the corporation may amend the certificate of formation by signing a written consent to the amendment and delivering the amendment for filing to the Secretary of State. The certificate of amendment shall set forth, in addition to the information required to be included in the certificate of amendment by the Alabama Business Corporation Law, a statement that the administrators, executors, guardians, conservators, or receivers own all the outstanding shares.
(Acts 1983, No. 83-514, p. 763, §15; §10-4-394; amended and renumbered by Act 2009-513, p. 967, §207; Act 2019-94, §2; Act 2020-73, §10.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-4/article-4/section-10a-4-4-02/
|
AL
|
Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 4 - Professional Corporations.›Article 4 - Special Provisions as to Amendments; Merger and Consolidation.›Section 10A-4-4.02 - Merger and Conversion.
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 4 - Professional Corporations. › Article 4 - Special Provisions as to Amendments; Merger and Consolidation. › Section 10A-4-4.02 - Merger and Conversion.
|
Section 10A-4-4.02
Merger and conversion.
(a) A domestic professional corporation may convert to or merge with another corporation, professional corporation, or another type of entity, domestic or foreign, under the Alabama Business Corporation Law, or may merge with or convert to another type of entity as permitted by Article 8 of Chapter 1. Upon the merger, consolidation, or conversion, if the surviving or new corporation or converted entity, as the case may be, is to render professional services in Alabama, it shall comply with the provisions of this chapter.
(b) An unincorporated professional association organized under Article 1 of Chapter 30 may merge or consolidate with a professional corporation organized under this chapter. In the merger, the procedure specified in the Alabama Business Corporation Law shall apply, provided that:
(1) The surviving corporation shall be a domestic professional corporation,
(2) The following terms, when used in the Alabama Business Corporation Law to refer to an unincorporated professional association, shall have the following meanings:
a. "Board of directors" shall mean "board of governors,"
b. "Corporation" shall mean "unincorporated association,"
c. "Shares or securities" in the case of an unincorporated professional association which is a nonstock organization, shall mean the undivided interests of the members in the assets of the association,
d. "Shareholder" in the case of an unincorporated association which is a nonstock organization, shall mean "member."
(3) The plan of merger or plan of conversion shall be approved by a vote of two thirds of the members of the professional association.
(Acts 1983, No. 83-514, p. 763, §16; §10-4-395; amended and renumbered by Act 2009-513, p. 967, §207; Act 2019-94, §2.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-4/article-5/section-10a-4-5-01/
|
AL
|
Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 4 - Professional Corporations.›Article 5 - Regulation of Professional Corporations; Foreign Professional Corporations; Application to Existing Corporations.›Section 10A-4-5.01 - Involuntary Dissolution on Petition of Attorney General.
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 4 - Professional Corporations. › Article 5 - Regulation of Professional Corporations; Foreign Professional Corporations; Application to Existing Corporations. › Section 10A-4-5.01 - Involuntary Dissolution on Petition of Attorney General.
|
Section 10A-4-5.01
Involuntary dissolution on petition of Attorney General.
The Attorney General may institute proceedings to involuntarily dissolve a domestic professional corporation or a domestic nonprofit professional corporation. A licensing authority may request that the Attorney General institute such proceedings.
(Acts 1983, No. 83-514, p. 763, §17; §10-4-396; amended and renumbered by Act 2009-513, p. 967, §209; Act 2019-94, §2.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-4/article-5/section-10a-4-5-02/
|
AL
|
Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 4 - Professional Corporations.›Article 5 - Regulation of Professional Corporations; Foreign Professional Corporations; Application to Existing Corporations.›Section 10A-4-5.02 - Admission of Foreign Professional Corporations.
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 4 - Professional Corporations. › Article 5 - Regulation of Professional Corporations; Foreign Professional Corporations; Application to Existing Corporations. › Section 10A-4-5.02 - Admission of Foreign Professional Corporations.
|
Section 10A-4-5.02
Admission of foreign professional corporations.
(a) A foreign professional corporation shall be entitled to register under Article 7 of Chapter 1 for authority to render professional services in Alabama only if:
(1) A professional corporation incorporated under this chapter would be allowed to register or procure a certificate of authority or equivalent authorization to render professional services in the state under whose laws the foreign professional corporation is organized;
(2) The foreign professional corporation meets the requirements of Section 10A-4-2.01;
(3) The foreign professional corporation designates the Alabama licensed individual or individuals through whom it will render professional services in Alabama and the individual or individuals are not, at time of the designation, so designated by any other foreign professional corporation;
(4) The name of the foreign professional corporation meets the requirements of Section 10A-1-5.08, provided that the foreign professional corporation can meet the requirements of Section 10A-1-5.08 by adding at the end of its name, for use in Alabama, the words "professional corporation" or the abbreviation "P.C."; and
(5) All the shareholders, or all the members, in the case of a nonprofit corporation which has members, at least one director and the president of the foreign professional corporation are licensed in at least one state or territory of the United States or the District of Columbia to render the professional services which the foreign professional corporation would render in Alabama.
(6) The foreign professional corporation includes in its application a statement acknowledging that it will be subject to the jurisdiction of the Alabama regulatory and licensing authorities with respect to any professional services rendered to clients or patients in Alabama.
(b) No foreign professional corporation shall maintain an office in Alabama for the conduct of business or professional practice until it has obtained a certificate of authority to render professional services in Alabama.
(Acts 1983, No. 83-514, p. 763, §18; §10-4-397; amended and renumbered by Act 2009-513, p. 967, §209.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-4/article-5/section-10a-4-5-03/
|
AL
|
Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 4 - Professional Corporations.›Article 5 - Regulation of Professional Corporations; Foreign Professional Corporations; Application to Existing Corporations.›Section 10A-4-5.03 - Revocation of Certificate of Authority.
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 4 - Professional Corporations. › Article 5 - Regulation of Professional Corporations; Foreign Professional Corporations; Application to Existing Corporations. › Section 10A-4-5.03 - Revocation of Certificate of Authority.
|
Section 10A-4-5.03
Revocation of certificate of authority.
The certificate of authority of a foreign professional corporation may be revoked by the Secretary of State if the corporation fails to comply with any provision of this chapter applicable to it. Each licensing authority in Alabama shall certify to the Secretary of State, from time to time, the names of all foreign professional corporations which have given cause for revocation as provided in this chapter, together with the facts pertinent thereto. Whenever a licensing authority shall certify the name of a foreign professional corporation to the Secretary of State as having given cause for revocation, the licensing authority shall concurrently mail to the corporation at its registered office in Alabama notice that the certification has been made. No certificate of authority of a foreign professional corporation shall be revoked by the Secretary of State unless he or she shall have given the corporation not less than 60 days' notice thereof and the corporation shall fail prior to revocation to correct the noncompliance.
(Acts 1983, No. 83-514, p. 763, §19; §10-4-398; amended and renumbered by Act 2009-513, p. 967, §209.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-4/article-5/section-10a-4-5-04/
|
AL
|
Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 4 - Professional Corporations.›Article 5 - Regulation of Professional Corporations; Foreign Professional Corporations; Application to Existing Corporations.›Section 10A-4-5.04 - Annual Report of Domestic and Foreign Professional Corporations.
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 4 - Professional Corporations. › Article 5 - Regulation of Professional Corporations; Foreign Professional Corporations; Application to Existing Corporations. › Section 10A-4-5.04 - Annual Report of Domestic and Foreign Professional Corporations.
|
Section 10A-4-5.04
Annual report of domestic and foreign professional corporations.
(a) Every professional corporation, domestic or foreign, is required to file an annual report under the Alabama Business Corporation Law, and shall include in the annual report, in addition to the items required by the Alabama Business Corporation Law:
(1) A statement that all the shareholders, at least one director, and the president of the corporation are qualified persons with respect to the corporation, and
(2) In the case of a foreign professional corporation, the name or names of the Alabama licensed professional or professionals through whom the foreign professional corporation will render professional services in Alabama.
(b) Financial information contained in the annual report of a professional corporation, other than the amount of stated capital of the corporation, shall not be open to public inspection nor shall the licensing authority disclose any facts or information obtained therefrom except insofar as its official duty may require the same to be made public or in the event the information is required for evidence in any criminal proceedings or in any other action by the State of Alabama.
(Acts 1983, No. 83-514, p. 763, §20; §10-4-399; amended and renumbered by Act 2009-513, p. 967, §209; Act 2019-94, §2.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-4/article-5/section-10a-4-5-05/
|
AL
|
Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 4 - Professional Corporations.›Article 5 - Regulation of Professional Corporations; Foreign Professional Corporations; Application to Existing Corporations.›Section 10A-4-5.05 - Interrogatories by Licensing Authority; Generally
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 4 - Professional Corporations. › Article 5 - Regulation of Professional Corporations; Foreign Professional Corporations; Application to Existing Corporations. › Section 10A-4-5.05 - Interrogatories by Licensing Authority; Generally
|
Section 10A-4-5.05
Interrogatories by licensing authority; generally
(a) Each licensing authority of Alabama may propound to any professional corporation, domestic or foreign, organized to practice a profession within the jurisdiction of the licensing authority, and to any officer or director thereof, the interrogatories as may be reasonably necessary and proper to enable the licensing authority to ascertain whether the corporation has complied with all the provisions of this chapter applicable to the professional corporation. The interrogatories shall be answered within 30 days after the mailing thereof, or within the additional time as shall be fixed by the licensing authority, and the answers thereto shall be full and complete and shall be made in writing and under oath. If the interrogatories be directed to an individual they shall be answered by him or her, and if directed to a corporation they shall be answered by the president, vice president, secretary, or assistant secretary thereof. The licensing authority shall certify to the Attorney General, for such action as the Attorney General may deem appropriate, all interrogatories and answers thereto which disclosed a violation of any of the provisions of this chapter.
(b) Interrogatories propounded by a licensing authority and the answers thereto shall not be open to public inspection nor shall the licensing authority disclose any facts or information obtained therefrom except insofar as its official duty may require the same to be made public or in the event the interrogatories or the answers thereto are required for evidence in any criminal proceedings or in any other action by the State of Alabama.
(Acts 1983, No. 83-514, p. 763, §21; §10-4-400; amended and renumbered by Act 2009-513, p. 967, §209.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-4/article-5/section-10a-4-5-06/
|
AL
|
Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 4 - Professional Corporations.›Article 5 - Regulation of Professional Corporations; Foreign Professional Corporations; Application to Existing Corporations.›Section 10A-4-5.06 - Penalty for False Statement, etc.; Procedure Upon Failure to Answer Interrogato...
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 4 - Professional Corporations. › Article 5 - Regulation of Professional Corporations; Foreign Professional Corporations; Application to Existing Corporations. › Section 10A-4-5.06 - Penalty for False Statement, etc.; Procedure Upon Failure to Answer Interrogatories.
|
Section 10A-4-5.06
Penalty for false statement, etc.; procedure upon failure to answer interrogatories.
(a) Each officer and director of a professional corporation, domestic or foreign, who signs any articles, statement, report, application, answer to an interrogatory, or other document filed pursuant to this article with the licensing authority having jurisdiction which is known to the officer or director to be false in any material respect, shall be deemed to be guilty of a Class C misdemeanor.
(b) If any professional corporation, domestic or foreign, or individual shall fail to answer interrogatories directed to the professional corporation or to the individual under Section 10A-4-5.05, the licensing authority which propounded the interrogatories may seek an order from the circuit court compelling an answer.
(Acts 1983, No. 83-514, p. 763, §22; §10-4-401; amended and renumbered by Act 2009-513, p. 967, §209.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-4/article-5/section-10a-4-5-07/
|
AL
|
Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 4 - Professional Corporations.›Article 5 - Regulation of Professional Corporations; Foreign Professional Corporations; Application to Existing Corporations.›Section 10A-4-5.07 - Chapter Does Not Restrict Regulation by Licensing Authority.
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 4 - Professional Corporations. › Article 5 - Regulation of Professional Corporations; Foreign Professional Corporations; Application to Existing Corporations. › Section 10A-4-5.07 - Chapter Does Not Restrict Regulation by Licensing Authority.
|
Section 10A-4-5.07
Chapter does not restrict regulation by licensing authority.
(a) Nothing in this chapter shall restrict or limit in any manner the authority or duty of a licensing authority with respect to individuals rendering a professional service within the jurisdiction of the licensing authority. Nothing in this chapter shall restrict or limit any law, rule, or regulation pertaining to standards of professional conduct.
(b) Nothing in this chapter shall limit the authority of a licensing authority to impose requirements in addition to those stated in this article on any professional corporation, domestic or foreign, within the jurisdiction of the licensing authority.
(Acts 1983, No. 83-514, p. 763, §23; §10-4-402; amended and renumbered by Act 2009-513, p. 967, §209.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-4/article-5/section-10a-4-5-08/
|
AL
|
Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 4 - Professional Corporations.›Article 5 - Regulation of Professional Corporations; Foreign Professional Corporations; Application to Existing Corporations.›Section 10A-4-5.08 - Application to Existing Corporations.
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 4 - Professional Corporations. › Article 5 - Regulation of Professional Corporations; Foreign Professional Corporations; Application to Existing Corporations. › Section 10A-4-5.08 - Application to Existing Corporations.
|
Section 10A-4-5.08
Application to existing corporations.
(a) The provisions of this chapter shall apply to all existing corporations organized under the statute formerly codified as Article 11 of Chapter 4, Title 10 and repealed by Acts 1983, No. 83-514, effective January 1, 1984; provided, that any professional corporation, or nonprofit corporation, in existence on December 31, 1983, in which duly licensed medical and dental professionals are shareholders, or in the case of a nonprofit professional corporation, render medical and dental services, shall be deemed to be in compliance with Sections 10A-4-2.01 and 10A-4-2.03, as amended, and other applicable provisions of this chapter. The repeal of a prior act by this chapter shall not impair, or otherwise affect, the organization or continued existence of an existing domestic professional corporation nor the right of any foreign professional corporation presently qualified to render professional services in Alabama to continue to do so without again qualifying to render professional services in Alabama.
(b) Any unincorporated professional association organized under Section 10A-30-1.01 may become subject to the provisions of this chapter by amending its certificate of association as a certificate of formation in compliance with this chapter, and delivering its certificate of formation to the Secretary of State for filing.
(c) Any domestic nonprofit corporation rendering professional services may become subject to the provisions of this chapter by amending its certificate of formation in compliance with this chapter and delivering the amendment to its certificate of formation to the Secretary of State for filing.
(d) The provisions of this chapter shall not apply to any unincorporated professional association now in existence under Section 10A-30-1.01, or to any domestic nonprofit corporation rendering professional services unless the association or nonprofit corporation voluntarily becomes subject to this chapter as herein provided, and nothing contained in this chapter shall alter or affect any existing or future right or privilege permitting or not prohibiting performance of professional services through the use of any other form of business organization.
(Acts 1983, No. 83-514, p. 763, §24; Acts 1984, No. 84-259, p. 431, §1; Acts 1988, 1st Ex. Sess., No. 88-905, p. 474, §1; §10-4-403; amended and renumbered by Act 2009-513, p. 967, §209; Act 2020-73, §10.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-5/article-1/section-10a-5-1-01/
|
AL
|
Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5 - Limited Liability Companies.›Article 1 - General Provisions.›Section 10A-5-1.01 - Short Title. Repealed in the 2014 Regular Session by Act 2014-144 Effective Jan...
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5 - Limited Liability Companies. › Article 1 - General Provisions. › Section 10A-5-1.01 - Short Title. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.
|
Section 10A-5-1.01
Short title. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017.
This chapter and the provisions of Chapter 1, to the extent applicable to limited liability companies, shall be known and may be cited as the "Alabama Limited Liability Company Law."
(Acts 1993, No. 93-724, p. 1425, §1; §10-12-1; amended and renumbered by Act 2009-513, p. 967, §211.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-5/article-1/section-10a-5-1-02/
|
AL
|
Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5 - Limited Liability Companies.›Article 1 - General Provisions.›Section 10A-5-1.02 - Definitions. Repealed in the 2014 Regular Session by Act 2014-144 Effective Jan...
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5 - Limited Liability Companies. › Article 1 - General Provisions. › Section 10A-5-1.02 - Definitions. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.
|
Section 10A-5-1.02
Definitions. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017.
As used in this chapter, unless the context otherwise requires, the following terms mean:
(1) ARTICLES OF ORGANIZATION. The filing instrument provided for by Section 10A-5-2.01, or, if it has been amended or restated, as most recently amended or restated. In the case of a foreign limited liability company, the term includes all documents serving a similar function that are required to be filed to form the limited liability company in the state or other jurisdiction where it is organized. The term articles of organization as used in this chapter is synonymous with the term certificate of formation as defined in Section 10A-1-1.03(6). In this chapter, the use of the term certificate of formation shall be deemed to include articles of organization, and vice-versa. Together with the operating agreement, the articles of organization or certificate of formation of a limited liability company constitute its governing documents within the meaning of Section 10A-1-1.03(40).
(2) BUSINESS ENTITY. A corporation, limited liability company, partnership, limited partnership, registered limited liability partnership, or other entity organized to engage in business, whether for profit or not, created under the laws of the State of Alabama, predecessor law, or law of another jurisdiction.
(3) FINANCIAL RIGHTS. Rights to a. share in profits and losses as provided in Section 10A-5-5.03, b. receive interim distributions as provided in Section 10A-5-5.04, and c. receive termination distributions as provided in Section 10A-5-7.05.
(4) FOREIGN LIMITED LIABILITY COMPANY. An organization formed under the laws of any jurisdiction other than Alabama that is substantially similar to a limited liability company.
(5) GOVERNANCE RIGHTS. All a member's rights as a member of a limited liability company except financial rights, including without limitation, the rights to participate in the management of the limited liability company and to bind the limited liability company as provided in Section 10A-5-3.03.
(6) LIMITED LIABILITY COMPANY or DOMESTIC LIMITED LIABILITY COMPANY. An organization that is formed and existing under this chapter.
(7) MEMBER. A person reflected in the required records of a limited liability company as the owner of some governance rights of a membership interest in the limited liability company.
(8) OPERATING AGREEMENT. A written agreement of the member or members governing the affairs of a limited liability company and the conduct of its business. The operating agreement, if entered into together with the articles of organization or certificate of formation of a limited liability company constitute its governing documents within the meaning of Section of 10A-1-1.03(40).
(Acts 1993, No. 93-724, p. 1425, §2; Act 97-920, 1st Ex. Sess., p. 312, §1; §10-12-2; amended and renumbered by Act 2009-513, p. 967, §211.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-5/article-1/section-10a-5-1-03/
|
AL
|
Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5 - Limited Liability Companies.›Article 1 - General Provisions.›Section 10A-5-1.03 - Powers. Repealed in the 2014 Regular Session by Act 2014-144 Effective January...
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5 - Limited Liability Companies. › Article 1 - General Provisions. › Section 10A-5-1.03 - Powers. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.
|
Section 10A-5-1.03
Powers. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017.
Unless its certificate of formation provides otherwise, every limited liability company has perpetual duration and succession in its name and has , without limitation, all powers enumerated in Chapter 1, including Sections 10A-1-2.11, 10A-1-2.12, and 10A-1-2.13.
(Acts 1993, No. 93-724, p. 1425, §4; Act 97-920, 1st Ex. Sess., p. 312, §1; §10-12-4; amended and renumbered by Act 2009-513, p. 967, §213.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-5/article-1/section-10a-5-1-04/
|
AL
|
Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5 - Limited Liability Companies.›Article 1 - General Provisions.›Section 10A-5-1.04 - Indemnification. Repealed in the 2014 Regular Session by Act 2014-144 Effective...
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5 - Limited Liability Companies. › Article 1 - General Provisions. › Section 10A-5-1.04 - Indemnification. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.
|
Section 10A-5-1.04
Indemnification. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017.
Unless its certificate of formation provides otherwise, every limited liability company has the power to indemnify a member, manager, or employee or former member, manager, or employee of the limited liability company against expenses actually and reasonably incurred in connection with the defense of an action, suit, or proceeding, civil or criminal, in which the member, manager, or employee is made a party by reason of being or having been a member, manager, or employee of the limited liability company, except in relation to matters as to which the member, manager, or employee is determined in the action, suit, or proceeding to be liable for negligence or misconduct in the performance of duty; to make any other indemnification that is authorized by the governing documents of the limited liability company or by a resolution adopted by the members after notice, unless notice is waived; and to purchase and maintain insurance on behalf of any person who is or was a member, manager, or employee of the limited liability company against any liability asserted against and incurred by the member, manager, or employee in any capacity or arising out of the member's, manager's, or employee's status as such, whether or not the limited liability company would have the power to indemnify the member, manager, or employee against that liability under the provisions of this section.
(Act 2009-513, p. 967, §214.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-5/article-1/section-10a-5-1-05/
|
AL
|
Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5 - Limited Liability Companies.›Article 1 - General Provisions.›Section 10A-5-1.05 - Unauthorized Assumption of Powers. Repealed in the 2014 Regular Session by Act...
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5 - Limited Liability Companies. › Article 1 - General Provisions. › Section 10A-5-1.05 - Unauthorized Assumption of Powers. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.
|
Section 10A-5-1.05
Unauthorized assumption of powers. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017.
All persons who assume to act as a limited liability company without authority to do so shall be jointly and severally liable for all debts and liabilities created by their so acting.
(Acts 1993, No. 93-724, p. 1425, §7; §10-12-7; amended and renumbered by Act 2009-513, p. 967, §216.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-5/article-1/section-10a-5-1-06/
|
AL
|
Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5 - Limited Liability Companies.›Article 1 - General Provisions.›Section 10A-5-1.06 - Application of Partnership Provisions to Limited Liability Companies; Classific...
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5 - Limited Liability Companies. › Article 1 - General Provisions. › Section 10A-5-1.06 - Application of Partnership Provisions to Limited Liability Companies; Classification for Federal Income Tax Purposes. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.
|
Section 10A-5-1.06
Application of partnership provisions to limited liability companies; classification for federal income tax purposes. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017.
(a) The terms "partnership" and "limited partnership," when used in any chapter or title other than the Alabama Limited Liability Company Law, the Alabama General Partnership Law, and the Alabama Limited Partnership Law, and any successors of those laws, include a limited liability company organized under this chapter, unless the context requires otherwise.
(b) Notwithstanding subsection (a), for purposes of taxation, other than Chapter 14A of Title 40, a domestic or foreign limited liability company shall be treated as a partnership unless it is classified otherwise for federal income tax purposes, in which case it shall be classified in the same manner as it is for federal income tax purposes.
(c) A foreign or domestic limited liability company governed by this chapter is subject to any amendment to or repeal of this chapter.
(Acts 1993, No. 93-724, p. 1425, §8; Act 97-920, 1st Ex. Sess., p. 312, §1; Act 2000-705, p. 1442, §4; §10-12-8; amended and renumbered by Act 2009-513, p. 967, §216.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-5/article-2/section-10a-5-2-01/
|
AL
|
Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5 - Limited Liability Companies.›Article 2 - Formation.›Section 10A-5-2.01 - Formation. Repealed in the 2014 Regular Session by Act 2014-144 Effective Janua...
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5 - Limited Liability Companies. › Article 2 - Formation. › Section 10A-5-2.01 - Formation. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.
|
Section 10A-5-2.01
Formation. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017.
One or more persons may form a limited liability company by filing a certificate of formation for the limited liability company with the judge of probate of the county in which the initial registered office of the limited liability company is located pursuant to Article 3 of Chapter 1.
(Acts 1993, No. 93-724, p. 1425, §9; Act 97-920, 1st Ex. Sess., p. 312, §1; §10-12-9; amended and renumbered by Act 2009-513, p. 967, §218.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-5/article-2/section-10a-5-2-02/
|
AL
|
Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5 - Limited Liability Companies.›Article 2 - Formation.›Section 10A-5-2.02 - Supplemental Provisions Required in the Certificate of Formation. Repealed in t...
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5 - Limited Liability Companies. › Article 2 - Formation. › Section 10A-5-2.02 - Supplemental Provisions Required in the Certificate of Formation. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.
|
Section 10A-5-2.02
Supplemental Provisions required in the certificate of formation. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017.
In addition to the information required for a certificate of formation by Section 10A-1-3.05, the certificate of formation of a limited liability company shall set forth:
(1) The right, if given, of the member or members to admit additional members, and the terms and conditions of the admission.
(2) The circumstances, if any, under which the cessation of membership of one or more members will result in dissolution of the limited liability company.
(3) If the limited liability company is to be managed by one or more managers, the certificate of formation shall so state and shall set out the names and the mailing addresses of the manager or managers who are to serve as managers until their successors are elected and begin serving.
(Acts 1993, No. 93-724, p. 1425, §10; Act 97-920, 1st Ex. Sess., p. 312, §1; §10-12-10; amended and renumbered by Act 2009-513, p. 967, §218.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-5/article-2/section-10a-5-2-03/
|
AL
|
Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5 - Limited Liability Companies.›Article 2 - Formation.›Section 10A-5-2.03 - Amendment of Certificate of Formation. Repealed in the 2014 Regular Session by...
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5 - Limited Liability Companies. › Article 2 - Formation. › Section 10A-5-2.03 - Amendment of Certificate of Formation. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.
|
Section 10A-5-2.03
Amendment of certificate of formation. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017.
(a) The certificate of formation may be amended by delivering the amendment to the judge of probate in whose office the certificate of formation is filed. The amendment shall set forth:
(1) The name of the limited liability company.
(2) The date of filing of the certificate of formation.
(3) The amendment(s).
(b) Within 30 days after the happening of any of the following events, an amendment to the certificate of formation shall be filed to reflect the occurrence of such event or events:
(1) There is a change in the name of the limited liability company.
(2) There is a false or erroneous statement in the certificate of formation.
(3) There is a change in the period of duration of the limited liability company stated in the certificate of formation.
(4) The members desire to make a change in any other statement in the certificate of formation to accurately represent the agreement between them.
(c) The form for evidencing an amendment to the certificate of formation of a limited liability company shall contain terms and provisions consistent with this chapter. The amendment shall be approved, unless the certificate of formation requires a greater vote, by a majority vote of the members entitled to vote.
(Acts 1993, No. 93-724, p. 1425, §11; §10-12-11; amended and renumbered by Act 2009-513, p. 967, §218.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-5/article-2/section-10a-5-2-04/
|
AL
|
Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5 - Limited Liability Companies.›Article 2 - Formation.›Section 10A-5-2.04 - Execution. Repealed in the 2014 Regular Session by Act 2014-144 Effective Janua...
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5 - Limited Liability Companies. › Article 2 - Formation. › Section 10A-5-2.04 - Execution. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.
|
Section 10A-5-2.04
Execution. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017.
(a) Unless otherwise specified in this chapter, each filing instrument required by this chapter to be filed in the office of the judge of probate shall be executed in the following manner:
(1) The certificate of formation shall be signed by one or more members named therein or an organizer.
(2) An amendment shall be signed by at least one member.
(3) If an amendment requires the adding of a new member, the amendment shall be signed by a person who was a member before the amendment was filed and by the new member.
(4) Articles of dissolution shall be signed by at least one member, as authorized pursuant to the operating agreement.
(b) Any person may sign a document required by this chapter by an attorney-in-fact, but a power of attorney relating to the admission of a member shall specify that admission of a new member is an authorized act of the attorney-in-fact.
(Acts 1993, No. 93-724, p. 1425, §13; Act 97-920, 1st Ex. Sess., p. 312, §1; §10-12-13; amended and renumbered by Act 2009-513, p. 967, §220.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-5/article-2/section-10a-5-2-05/
|
AL
|
Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5 - Limited Liability Companies.›Article 2 - Formation.›Section 10A-5-2.05 - Pre-Formation Transactions. Repealed in the 2014 Regular Session by Act 2014-14...
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5 - Limited Liability Companies. › Article 2 - Formation. › Section 10A-5-2.05 - Pre-Formation Transactions. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.
|
Section 10A-5-2.05
Pre-formation transactions. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017.
A limited liability company may not transact business or incur indebtedness, except that which is incidental to its organization or to obtaining subscriptions for or payment of contributions, until the certificate of formation has been filed. Persons engaged in prefiling activities other than those authorized by this section shall be jointly and severally liable for any debts or liabilities incurred in the course of those activities as provided in Section 10A-5-1.05. In no event shall the activities of an organizer authorized under this chapter result in liability for such person under this section. This section shall not be interpreted to invalidate any debts, contracts, or liabilities of the limited liability company incurred on behalf of the limited liability company prior to the filing of its certificate of formation.
(Act 2009-513, p. 967, §222.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-5/article-2/section-10a-5-2-06/
|
AL
|
Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5 - Limited Liability Companies.›Article 2 - Formation.›Section 10A-5-2.06 - Records to Be Kept; Right of Inspection. Repealed in the 2014 Regular Session b...
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5 - Limited Liability Companies. › Article 2 - Formation. › Section 10A-5-2.06 - Records to Be Kept; Right of Inspection. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.
|
Section 10A-5-2.06
Records to be kept; right of inspection. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017.
(a) Each limited liability company shall keep at its registered office or principal place of business in this state the following records:
(1) A current list of the full name and last known business or residence street address of each member, and each manager, if any.
(2) A copy of the filed certificate of formation and all amendments thereto, together with executed copies of any powers of attorney pursuant to which any documents have been executed.
(3) Copies of the limited liability company's federal, state, and local income tax returns and reports, if any, for the three most recent years.
(4) Copies of any then effective operating agreements including any amendments thereto.
(5) Copies of any financial statements of the limited liability company for the three most recent years.
(b) Those records, and any other books and records of the limited liability company, wherever situated, are subject to inspection and copying for any proper purpose at the reasonable request, and at the expense of, any member or manager or the member's or manager's agent or attorney during regular business hours as provided in Sections 10A-1-3.32 and 10A-1-3.33. Any agent, member, or manager of a limited liability company who, without reasonable cause, refuses to allow any member or the member's agent or attorney to inspect or copy any books or records of the limited liability company for any proper purpose shall be personally liable to the member for a penalty in an amount not to exceed 10 percent of the fair market value of the membership interest of the member, in addition to any other damages or remedy.
(Acts 1993, No. 93-724, p. 1425, §16; Act 97-920, 1st Ex. Sess., p. 312, §1; §10-12-16; amended and renumbered by Act 2009-513, p. 967, §224.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-5/article-2/section-10a-5-2-07/
|
AL
|
Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5 - Limited Liability Companies.›Article 2 - Formation.›Section 10A-5-2.07 - Parties to Actions. Repealed in the 2014 Regular Session by Act 2014-144 Effect...
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5 - Limited Liability Companies. › Article 2 - Formation. › Section 10A-5-2.07 - Parties to Actions. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.
|
Section 10A-5-2.07
Parties to actions. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017.
Neither a member nor a manager of a limited liability company is a proper party to proceedings by or against a limited liability company, except where the object is to enforce a member's or manager's rights against or liability to the limited liability company.
(Acts 1993, No. 93-724, p. 1425, §18; §10-12-18; amended and renumbered by Act 2009-513, p. 967, §226.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-5/article-3/section-10a-5-3-01/
|
AL
|
Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5 - Limited Liability Companies.›Article 3 - Relationship of Members and Managers to Third Parties.›Section 10A-5-3.01 - Business Transactions of a Member With the Limited Liability Company. Repealed...
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5 - Limited Liability Companies. › Article 3 - Relationship of Members and Managers to Third Parties. › Section 10A-5-3.01 - Business Transactions of a Member With the Limited Liability Company. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.
|
Section 10A-5-3.01
Business transactions of a member with the limited liability company. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017.
Except as otherwise provided in the operating agreement, a member may lend money to and transact any lawful business with the limited liability company and, subject to other applicable law, have the same rights and obligations with respect thereto as a person who is not a member.
(Acts 1993, No. 93-724, p. 1425, §19; §10-12-19; amended and renumbered by Act 2009-513, p. 967, §228.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-5/article-3/section-10a-5-3-02/
|
AL
|
Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5 - Limited Liability Companies.›Article 3 - Relationship of Members and Managers to Third Parties.›Section 10A-5-3.02 - Liability of Members to Third Parties. Repealed in the 2014 Regular Session by...
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5 - Limited Liability Companies. › Article 3 - Relationship of Members and Managers to Third Parties. › Section 10A-5-3.02 - Liability of Members to Third Parties. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.
|
Section 10A-5-3.02
Liability of members to third parties. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017.
(a) Except as otherwise provided in this chapter, a member of a limited liability company is not liable under a judgment, decree, or order of a court, or in any other manner, for a debt, obligation, or liability of the limited liability company, whether arising in contract, tort, or otherwise, or for the acts or omissions of any other member, manager, agent, or employee of the limited liability company.
(b) A member may be liable to creditors of the limited liability company for a written agreement to make a contribution to the limited liability company.
(c) A member of a limited liability company may become liable by reason of the member's own acts or conduct.
(Acts 1993, No. 93-724, p. 1425, §20; §10-12-20; amended and renumbered by Act 2009-513, p. 967, §228.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-5/article-3/section-10a-5-3-03/
|
AL
|
Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5 - Limited Liability Companies.›Article 3 - Relationship of Members and Managers to Third Parties.›Section 10A-5-3.03 - Agency Power of Members and Managers; Duties. Repealed in the 2014 Regular Sess...
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5 - Limited Liability Companies. › Article 3 - Relationship of Members and Managers to Third Parties. › Section 10A-5-3.03 - Agency Power of Members and Managers; Duties. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.
|
Section 10A-5-3.03
Agency power of members and managers; duties. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017.
(a) Except as provided in subsection (b), every member is an agent of the limited liability company for the purpose of its business or affairs, and the act of any member, including, but not limited to, the execution in the name of the limited liability company of any instrument, for apparently carrying on in the usual way the business or affairs of the limited liability company binds the limited liability company, unless the member so acting has, in fact, no authority to act for the limited liability company in the particular matter and the person with whom the member is dealing has knowledge of the fact that the member has no such authority.
(b) If the certificate of formation provides that management of the limited liability company is vested in a manager or managers, both of the following conditions apply:
(1) No member, acting solely in the capacity as member, is an agent for the limited liability company.
(2) Every manager is an agent of the limited liability company for the purpose of its business or affairs, and the act of any manager, including, but not limited to, the execution in the name of the limited liability company of any instrument, for apparently carrying on in the usual way the business or affairs of the limited liability company binds the limited liability company, unless the manager so acting has, in fact, no authority to act for the limited liability company in the particular matter and the person with whom the manager is dealing has knowledge of the fact that the manager has no such authority.
(c) An act of a manager or a member which is not apparently for the carrying on in the usual way the business of the limited liability company does not bind the limited liability company unless authorized in accordance with the operating agreement at the time of the transaction or at any other time.
(d) No act of a manager or member in contravention of a restriction on authority shall bind the limited liability company to persons having knowledge of the restriction.
(e) In a limited liability company managed by its members under subsection (a) of Section 10A-5-4.01, the only fiduciary duties a member owes to the company or to its other members are the duty of loyalty and the duty of care imposed by subsections (f) through (g).
(f) A member's duty of loyalty to a member-managed limited liability company and its members is limited to each of the following:
(1) To account to the limited liability company and to hold as trustee for it any property, profit, or benefit derived by the member in the conduct or winding up of the limited liability company's business or derived from a use by the member of the limited liability company's property, including the appropriation of the limited liability company's opportunity.
(2) To refrain from dealing with the limited liability company in the conduct or winding up of the limited liability company's business as or on behalf of a party having an interest adverse to the limited liability company.
(3) To refrain from competing with the limited liability company in the conduct of the limited liability company's business before the dissolution of the limited liability company.
(g) A member's duty of care to a member-managed limited liability company and its other members in the conduct or winding up of the limited liability company's business is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law.
(h) A member shall discharge the duties to a member-managed company and its other members under this chapter and under the operating agreement and exercise any rights consistently with the obligation of good faith and fair dealing.
(i) A member of a member-managed company does not violate a duty or obligation under this chapter or under the operating agreement merely because the member's conduct furthers the member's own interest.
(j) This section applies to a person winding up the limited liability company's business as the personal or legal representative of the last surviving member as if the person were a member.
(k) If the management of a limited liability company is vested in a manager or managers pursuant to subsection (b) of Section 10A-5-4.01, each of the following applies:
(1) The only duty a member who is not also a manager owes to the company or to the other members solely by reason of being a member is to not disclose or otherwise use information described in Sections 10A-1-3.31 and 10A-5-2.06(a), whether or not obtained under the authority of Sections 10A-1-3.32 and 10A-5-2.06(b), to the detriment of the company or the other members.
(2) A manager is held to the same standards of conduct prescribed for members in subsections (f) through (i).
(3) A member who pursuant to the operating agreement exercises some or all of the rights of a manager in the management and conduct of the company's business is held to the standards of conduct in subsections (f) through (i) to the extent that the member exercises the managerial authority vested in a manager by this chapter.
(4) A manager is relieved of liability imposed by law for violation of the standards prescribed by subsections (f) through (i) to the extent of the managerial authority delegated to the members by the operating agreement.
(l) The governing documents may modify the duties contained in subsections (e) through (k), but may not provide for any of the following:
(1) Unreasonably restrict a right to information or access to records under Sections 10A-1-3.31, 10A-1-3.32, 10A-1-3.33, and 10A-5-2.06.
(2) Eliminate the duty of loyalty under subsection (f) of this section or under subsection (e) of Section 10A-5-6.06, but the governing documents of the limited liability company may provide for any of the following:
a. Identify types or categories of activities that do not violate the duty of loyalty.
b. Specify the number or percentage of members or percentage of membership interests or number or percentage of disinterested managers that may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty.
(3) Unreasonably reduce the duty of care under subsection (g) of this section or subsection (e) of Section 10A-5-6.06.
(4) Eliminate the obligation of good faith and fair dealing under subsection (h), but the operating agreement may determine the standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable.
(Acts 1993, No. 93-724, p. 1425, §21; Act 97-920, 1st Ex. Sess., p. 312, §1; §10-12-21; amended and renumbered by Act 2009-513, p. 967, §228.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-5/article-4/section-10a-5-4-01/
|
AL
|
Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5 - Limited Liability Companies.›Article 4 - Relationship Among Members.›Section 10A-5-4.01 - Management of the Limited Liability Company; Creation of Classes; Voting; Right...
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5 - Limited Liability Companies. › Article 4 - Relationship Among Members. › Section 10A-5-4.01 - Management of the Limited Liability Company; Creation of Classes; Voting; Rights; Meetings. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.
|
Section 10A-5-4.01
Management of the limited liability company; creation of classes; voting; rights; meetings. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017.
(a) Unless otherwise stated in the certificate of formation, the management of the limited liability company is vested in its members. Subject to any provisions in the operating agreement or this chapter restricting or enlarging the management rights and duties of any person or group or class of persons, the members shall have the right and authority to manage the business or affairs of the limited liability company and to make all decisions with respect thereto.
(b) If the certificate of formation vests management of the limited liability company in one or more managers, then the managers shall have the power to manage the business or affairs of the limited liability company as provided in the operating agreement. Except as otherwise provided in the operating agreement, the managers:
(1) Shall be designated, appointed, elected, removed, or replaced by a vote, approval, or consent of more than one-half the number of members.
(2) Need not be members of the limited liability company or natural persons.
(3) Unless they have been earlier removed or have earlier resigned, shall hold office until their successors have been elected and qualified.
(c) The certificate of formation of a limited liability company may provide for classes or groups of members or managers having such relative rights, powers, and duties as so provided, and may make provision for the future creation of additional classes or groups of members or managers having such relative rights, powers, and duties as may be created in the manner provided in the certificate of formation, including rights, duties, and powers senior to existing classes and groups of members or managers. The certificate of formation may provide for taking action, including the amendment of the certificate of formation or operating agreement, without the vote or approval of one or more members or classes or groups of members or managers, including an action to create one or more classes of interests in the company that were not previously outstanding, but are authorized under the certificate of formation.
(d) The certificate of formation may grant to all or certain identified members or managers or a specified class or group of members or managers the right to vote separately or with all or any class or group of members or managers on any matter. Voting by members or managers may be on a per capita, number, financial interest, class, group, or any other basis.
(e) The governing documents may, with respect to any rights to vote, set forth provisions relating to notice of the time, place, or purpose of any meeting at which any matter is to be voted on by any members or managers or class or group of members or managers, waiver of the notice, action by consent without a meeting, establishment of a record date, quorum requirements, voting in person or by proxy, or any other matter with respect to the exercise of any such right to vote.
(Acts 1993, No. 93-724, p. 1425, §22; Act 97-920, 1st Ex. Sess., p. 312, §1; §10-12-22; amended and renumbered by Act 2009-513, p. 967, §230.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-5/article-4/section-10a-5-4-02/
|
AL
|
Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5 - Limited Liability Companies.›Article 4 - Relationship Among Members.›Section 10A-5-4.02 - Limited Liability Company Property. Repealed in the 2014 Regular Session by Act...
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5 - Limited Liability Companies. › Article 4 - Relationship Among Members. › Section 10A-5-4.02 - Limited Liability Company Property. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.
|
Section 10A-5-4.02
Limited liability company property. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017.
(a) Property may be acquired, held, and conveyed in the name of the limited liability company. Any estate in real property may be acquired in the name of the limited liability company and title to any estate so acquired shall vest in the limited liability company itself rather than in the members individually.
(b) All property originally contributed to the limited liability company or subsequently acquired by a limited liability company by purchase or otherwise is limited liability company property. A member has no interest in specific limited liability company property.
(c) Except as provided in subsection (d), title to property of the limited liability company that is held in the name of the limited liability company may be transferred by an instrument of transfer executed by any member in the name of the limited liability company.
(d) If the certificate of formation provides that management of the limited liability company is vested in a manager or managers, title to property of the limited liability company that is held in the name of the limited liability company may be transferred by an instrument of transfer executed by any manager in the name of the limited liability company; but a member, acting solely as a member, shall not have that authority.
(e) Title to property of the limited liability company that is held in the name of one or more members or managers with an indication in the instrument transferring title to the property to them of their capacity as members or managers of a limited liability company or of the existence of a limited liability company, even if the name of the limited liability company is not indicated, may be transferred by an instrument of transfer executed by the persons in whose name title is held.
(f) Property transferred under subsections (c), (d), and (e) may be recovered by the limited liability company if it proves that the act of the person executing the instrument of transfer did not bind the limited liability company under Section 10A-5-3.03, unless the property has been transferred by the initial transferee or a person claiming through the initial transferee to a subsequent transferee who gives value without having notice that the person who executed the instrument of initial transfer lacked authority to bind the limited liability company.
(g) Title to property of the limited liability company that is held in the name of one or more persons other than the limited liability company, without an indication in the instrument transferring title to the property to them in their capacity as members or managers of a limited liability company or of the existence of a limited liability company, may be transferred free of any claims of the limited liability company or the members by the persons in whose name title is held to a transferee who gives value without having notice that it is property of a limited liability company.
(Acts 1993, No. 93-724, p. 1425, §23; §10-12-23; amended and renumbered by Act 2009-513, p. 967, §230.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-5/article-4/section-10a-5-4-03/
|
AL
|
Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5 - Limited Liability Companies.›Article 4 - Relationship Among Members.›Section 10A-5-4.03 - Operating Agreements. Repealed in the 2014 Regular Session by Act 2014-144 Effe...
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5 - Limited Liability Companies. › Article 4 - Relationship Among Members. › Section 10A-5-4.03 - Operating Agreements. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.
|
Section 10A-5-4.03
Operating agreements. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017.
(a) The member or members of a limited liability company may enter into an operating agreement to regulate or establish the affairs of the limited liability company, the conduct of its business, and the relations of its members. An operating agreement may contain any provisions regarding the affairs of a limited liability company and the conduct of its business that are not inconsistent with the laws of this state or the articles of organization.
(b) In the event there is more than one member, any operating agreement shall initially be agreed to, in writing, by all of the members. If an operating agreement does not provide for the method by which an operating agreement may be amended, then all of the members shall agree in writing to any amendment.
(c) A court of equity may enforce an operating agreement by injunction or by other relief that the court in its discretion determines to be fair and appropriate in the circumstances. As an alternative to injunctive or other equitable relief, when the provisions of Section 10A-5-7.02 are applicable, the court may order dissolution of the limited liability company.
(Acts 1993, No. 93-724, p. 1425, §24; Act 97-920, 1st Ex. Sess., p. 312, §1; §10-12-24; amended and renumbered by Act 2009-513, p. 967, §230.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-5/article-4/section-10a-5-4-04/
|
AL
|
Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5 - Limited Liability Companies.›Article 4 - Relationship Among Members.›Section 10A-5-4.04 - Derivative Actions. Repealed in the 2014 Regular Session by Act 2014-144 Effect...
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5 - Limited Liability Companies. › Article 4 - Relationship Among Members. › Section 10A-5-4.04 - Derivative Actions. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.
|
Section 10A-5-4.04
Derivative actions. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017.
(a) A member may bring an action in the right of a limited liability company to recover a judgment in its favor if the members or managers with authority to do so have refused to bring the action or if an effort to cause those members or managers to bring the action is not likely to succeed.
(b) In a derivative action, the plaintiff shall be a member (1) at the time of bringing the action or have succeeded to the right of a member by operation of law or pursuant to the terms of the operating agreement from a person who was a member and (2) at the time of the transaction of which he or she complains.
(c) In a derivative action, the complaint shall set forth with particularity the effort of the plaintiff to secure initiation of the action by the members or managers with authority to do so, or the reasons for not making the effort.
(d) If a derivative action is successful, in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise, or settlement of an action or claim, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees, and shall direct the plaintiff to remit to the limited liability company the remainder of those proceeds.
(Acts 1993, No. 93-724, p. 1425, §25; §10-12-25; amended and renumbered by Act 2009-513, p. 967, §230.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-5/article-5/section-10a-5-5-01/
|
AL
|
Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5 - Limited Liability Companies.›Article 5 - Contributions and Distributions.›Section 10A-5-5.01 - Contribution. Repealed in the 2014 Regular Session by Act 2014-144 Effective Ja...
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5 - Limited Liability Companies. › Article 5 - Contributions and Distributions. › Section 10A-5-5.01 - Contribution. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.
|
Section 10A-5-5.01
Contribution. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017.
The contributions of a member to the limited liability company may be in cash, property, services previously rendered, or a promissory note or other binding obligation to pay cash, convey property, or to render services.
(Acts 1993, No. 93-724, p. 1425, §26; §10-12-26; amended and renumbered by Act 2009-513, p. 967, §232.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-5/article-5/section-10a-5-5-02/
|
AL
|
Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5 - Limited Liability Companies.›Article 5 - Contributions and Distributions.›Section 10A-5-5.02 - Liability for Contributions. Repealed in the 2014 Regular Session by Act 2014-1...
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5 - Limited Liability Companies. › Article 5 - Contributions and Distributions. › Section 10A-5-5.02 - Liability for Contributions. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.
|
Section 10A-5-5.02
Liability for contributions. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017.
(a) Except as provided in the certificate of formation, a member is obligated to the limited liability company to perform any promise to pay cash or convey property or to render services, even if the member is unable to perform because of death, disability, or any other reason. A member who does not perform such a promise is obligated at the option of the limited liability company to pay cash equal to the amount or value of the portion of the contribution that has not been paid, conveyed, or rendered.
(b) The operating agreement may provide that the interest of any member who fails to make any contribution that the member is obligated to make, or who fails to pay any agreed assessment that the member is obligated to make, shall be subject to a reasonable penalty for such failure. The penalty may take the form of reducing the defaulting member's proportionate interest in the limited liability company, subordinating the member's interest to that of nondefaulting members, a forced sale of the member's interest in compliance with reasonable procedures for notice and disposition, forfeiture of the member's interest on compliance with reasonable procedures for notice, the lending of the amount necessary to meet the member's commitment by other members, affixing of the value of the member's interest by appraisal or by suitable formula and redemption or sale of the member's interest at that value, or other reasonable penalty.
(c) Unless otherwise provided in the operating agreement, the obligation of a member to perform any promise with respect to a contribution to the capital of the limited liability company, or to return money or other property paid or distributed in violation of this chapter, may be compromised only by consent of all the members. Notwithstanding the compromise, a creditor of a limited liability company who extends credit, or whose claim arises, after filing of the certificate of formation or an amendment thereto which, in either case, reflects the obligation, and before the amendment thereof to reflect the compromise, may enforce the original obligation.
(Acts 1993, No. 93-724, p. 1425, §27; §10-12-27; amended and renumbered by Act 2009-513, p. 967, §232.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-5/article-5/section-10a-5-5-03/
|
AL
|
Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5 - Limited Liability Companies.›Article 5 - Contributions and Distributions.›Section 10A-5-5.03 - Sharing of Profits and Losses. Repealed in the 2014 Regular Session by Act 2014...
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5 - Limited Liability Companies. › Article 5 - Contributions and Distributions. › Section 10A-5-5.03 - Sharing of Profits and Losses. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.
|
Section 10A-5-5.03
Sharing of profits and losses. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017.
The profits and losses, income, deductions, and credits, and items of income, deduction, and credits of the limited liability company shall be allocated among the members in the manner provided in the operating agreement. If the operating agreement does not so provide, profits and losses, income, deductions, and credits, and items of income, deductions, and credits shall be allocated on the basis of the pro rata value of the contributions made by each member to the extent they have been made and not returned.
(Acts 1993, No. 93-724, p. 1425, §28; §10-12-28; amended and renumbered by Act 2009-513, p. 967, §232.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-5/article-5/section-10a-5-5-04/
|
AL
|
Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5 - Limited Liability Companies.›Article 5 - Contributions and Distributions.›Section 10A-5-5.04 - Interim Distributions of Property; Impairment of Capital. Repealed in the 2014...
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5 - Limited Liability Companies. › Article 5 - Contributions and Distributions. › Section 10A-5-5.04 - Interim Distributions of Property; Impairment of Capital. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.
|
Section 10A-5-5.04
Interim distributions of property; impairment of capital. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017.
(a) Except as provided in this section or in the operating agreement, members are entitled to receive distributions from the limited liability company in proportion to their respective rights to share in profits under Section 10A-5-5.03.
(b) Subsection (a) shall not apply to any of the following:
(1) Distributions on dissolution.
(2) Distributions governed by a contrary provision in the operating agreement.
(c) No distribution may be made unless, after the distribution is made, the assets of the limited liability company are sufficient to pay all liabilities of the limited liability company except liabilities to members on account of their contributions.
(d) Unless otherwise provided in the operating agreement, a member has no right to receive and may not be required to accept a distribution in kind.
(Acts 1993, No. 93-724, p. 1425, §29; Act 97-920, 1st Ex. Sess., p. 312, §1; §10-12-29; amended and renumbered by Act 2009-513, p. 967, §232.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-5/article-5/section-10a-5-5-05/
|
AL
|
Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5 - Limited Liability Companies.›Article 5 - Contributions and Distributions.›Section 10A-5-5.05 - Purchase of Interest of Member Whose Membership Has Ceased. Repealed in the 201...
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5 - Limited Liability Companies. › Article 5 - Contributions and Distributions. › Section 10A-5-5.05 - Purchase of Interest of Member Whose Membership Has Ceased. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.
|
Section 10A-5-5.05
Purchase of interest of member whose membership has ceased. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017.
Unless the governing documents of a limited liability company or a private agreement provide for the purchase of the interest of a former member whose membership has ceased, neither the limited liability company nor its members shall be obligated to purchase the interest of a former member whose membership has ceased.
(Acts 1993, No. 93-724, p. 1425, §30; Act 97-920, 1st Ex. Sess., p. 312, §1; §10-12-30; amended and renumbered by Act 2009-513, p. 967, §232.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-5/article-6/section-10a-5-6-01/
|
AL
|
Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5 - Limited Liability Companies.›Article 6 - Transfer of Membership Interest.›Section 10A-5-6.01 - Admission of Additional Members. Repealed in the 2014 Regular Session by Act 20...
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5 - Limited Liability Companies. › Article 6 - Transfer of Membership Interest. › Section 10A-5-6.01 - Admission of Additional Members. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.
|
Section 10A-5-6.01
Admission of additional members. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017.
(a) After the filing of a limited liability company's original certificate of formation, additional members may be admitted as follows:
(1) In the case of a member acquiring an interest directly from the limited liability company, upon compliance with the operating agreement or, if the operating agreement does not provide for the admission of additional members, with the written consent of all members.
(2) In the case of an assignee of an interest of a member, by complying with Section 10A-5-6.03.
(b) The effective time of admission of a member to a limited liability company shall be the later of:
(1) The date the limited liability company is formed.
(2) The time provided in the operating agreement, or if no time is provided, then when the person's admission is reflected in the records of the limited liability company.
(Acts 1993, No. 93-724, p. 1425, §31; §10-12-31; amended and renumbered by Act 2009-513, p. 967, §234.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-5/article-6/section-10a-5-6-02/
|
AL
|
Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5 - Limited Liability Companies.›Article 6 - Transfer of Membership Interest.›Section 10A-5-6.02 - Transferability of Member's Interest. Repealed in the 2014 Regular Session by A...
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5 - Limited Liability Companies. › Article 6 - Transfer of Membership Interest. › Section 10A-5-6.02 - Transferability of Member's Interest. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.
|
Section 10A-5-6.02
Transferability of member's interest. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017.
(a) Except as otherwise provided in the operating agreement:
(1) A membership interest in a limited liability company is assignable in whole or in part.
(2) An assignment of a member's interest in a limited liability company does not of itself dissolve the limited liability company or entitle the assignee to exercise any management rights.
(3) An assignment only entitles the assignee to the financial rights of the assignor to the extent assigned.
(4) A member who assigns the member's interest in a limited liability company does not cease to be a member until the assignee is substituted as provided in Section 10A-5-6.03.
(b) A limited liability company, in the governing documents, may provide that a member's interest in the limited liability company may be evidenced by a certificate of limited liability company interest issued by the limited liability company. Any provision for the assignment or transfer of a limited liability company interest represented by such a certificate shall be consistent with this chapter.
(c) Any purported transfer of a member's interest in violation of this section is void.
(Acts 1993, No. 93-724, p. 1425, §32; §10-12-32; amended and renumbered by Act 2009-513, p. 967, §234.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-5/article-6/section-10a-5-6-03/
|
AL
|
Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5 - Limited Liability Companies.›Article 6 - Transfer of Membership Interest.›Section 10A-5-6.03 - Right of Assignee to Become Member. Repealed in the 2014 Regular Session by Act...
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5 - Limited Liability Companies. › Article 6 - Transfer of Membership Interest. › Section 10A-5-6.03 - Right of Assignee to Become Member. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.
|
Section 10A-5-6.03
Right of assignee to become member. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017.
(a) Except as otherwise provided in the operating agreement:
(1) An assignee of an interest in a limited liability company may become a member only if the other members unanimously consent. The consent of a member may be evidenced in any manner specified in the operating agreement, but in the absence of such a specification, consent shall be evidenced by a written instrument, dated and signed by the member.
(2) The assignor of a membership interest is not released from liability to the limited liability company under Section 10A-5-5.02, whether or not the assignee becomes a member.
(3) A member who assigns the member's entire interest in the limited liability company ceases to be a member or to have the power to exercise any rights of a member when any assignee of the interest becomes a member with respect to the assigned interest.
(b) An assignee who has become a member has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of a member under the governing documents and this chapter. An assignee who becomes a member also is liable for the obligations of the assignor to make contributions as provided in Section 10A-5-5.02. The assignee is not obligated for liabilities that are unknown to the assignee at the time of becoming a member.
(Acts 1993, No. 93-724, p. 1425, §33; §10-12-33; amended and renumbered by Act 2009-513, p. 967, §234.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-5/article-6/section-10a-5-6-04/
|
AL
|
Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5 - Limited Liability Companies.›Article 6 - Transfer of Membership Interest.›Section 10A-5-6.04 - Death or Incompetency of Member. Repealed in the 2014 Regular Session by Act 20...
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5 - Limited Liability Companies. › Article 6 - Transfer of Membership Interest. › Section 10A-5-6.04 - Death or Incompetency of Member. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.
|
Section 10A-5-6.04
Death or incompetency of member. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017.
(a) Except as otherwise provided in the governing documents:
(1) If a member who is an individual dies or if a court of competent jurisdiction adjudges a member to be incompetent to manage the member's person or property, the member's personal representative, conservator, legal representative, heirs, or legatees may exercise all the member's financial rights for the purpose of settling the member's estate or administering the member's property, including any power the member had to transfer the membership interest.
(2) If a member is a corporation, limited liability company, trust, general partnership, limited partnership, registered limited liability partnership, custodianship, or other entity and is dissolved or terminated, the financial rights of that member may be exercised by the legal representative or successor of that member.
(b) The personal representative, conservator, legal representative, heirs, or legatees of a deceased or incompetent member shall have the same rights and duties with respect to the inspection and copying of the books and records of the limited liability company that a member would have under Sections 10A-1-3.31, 10A-1-3.32, and 10A-5-2.06 and subdivision (1) of subsection (k) of Section 10A-5-3.03. The duties of care and loyalty specified in Section 10A-5-3.03, including any modifications specified therein, shall inure to the benefit of the personal representative, conservator, legal representative, heirs, or legatees of a deceased or incompetent member.
(Acts 1993, No. 93-724, p. 1425, §34; Act 97-920, 1st Ex. Sess., p. 312, §1; §10-12-34; amended and renumbered by Act 2009-513, p. 967, §234.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-5/article-6/section-10a-5-6-05/
|
AL
|
Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5 - Limited Liability Companies.›Article 6 - Transfer of Membership Interest.›Section 10A-5-6.05 - Member's Financial Rights Subject to Charging Order. Repealed in the 2014 Regul...
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5 - Limited Liability Companies. › Article 6 - Transfer of Membership Interest. › Section 10A-5-6.05 - Member's Financial Rights Subject to Charging Order. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.
|
Section 10A-5-6.05
Member's financial rights subject to charging order. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017.
(a) On application to a court of competent jurisdiction by any judgment creditor of a member or assignee, the court may charge the interest of the member or assignee with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights of an assignee of financial rights. This section shall be the sole and exclusive remedy of a judgment creditor with respect to the judgment debtor's membership interest.
(b) This chapter does not deprive any member of the benefit of any exemption laws applicable to the member's limited liability company interest.
(Acts 1993, No. 93-724, p. 1425, §35; Act 97-920, 1st Ex. Sess., p. 312, §1; §10-12-35; amended and renumbered by Act 2009-513, p. 967, §234.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-5/article-6/section-10a-5-6-06/
|
AL
|
Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5 - Limited Liability Companies.›Article 6 - Transfer of Membership Interest.›Section 10A-5-6.06 - Cessation of Membership. Repealed in the 2014 Regular Session by Act 2014-144 E...
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5 - Limited Liability Companies. › Article 6 - Transfer of Membership Interest. › Section 10A-5-6.06 - Cessation of Membership. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.
|
Section 10A-5-6.06
Cessation of membership. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017.
(a) A person ceases to be a member of a limited liability company upon the occurrence of one or more of the following events:
(1) The member ceases to be a member by voluntary act as provided in subsection (d).
(2) The member ceases to be a member of the limited liability company as provided in Section 10A-5-6.03.
(3) The member is removed as a member in either of the following manners:
a. In accordance with the operating agreement.
b. Subject to contrary provisions in the operating agreement, when the member assigns all of the member's interest in the limited liability company, by an affirmative vote of a majority in number of the members who have not assigned their interests.
(b) Subject to contrary provisions in the operating agreement, or written consent of all members at the time, a person ceases to be a member upon the occurrence of one or more of the following events listed in the following subdivision or paragraphs:
(1) The member:
a. Makes an assignment for the benefit of creditors.
b. Files a voluntary petition in bankruptcy.
c. Is adjudicated bankrupt or insolvent.
d. Files a petition or answer seeking for the member any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation.
e. Files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the member in any proceeding in the nature of the proceedings listed in paragraph d.
f. Seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the member or of all or any substantial part of the member's properties.
(2) Any of the following time periods have elapsed:
a. 120 days have elapsed after the commencement of any proceeding against the member seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation, unless the proceeding has been dismissed.
b. 90 days have elapsed after the appointment, without the consent of the member, of a trustee, receiver, or liquidator of the member or of all or any substantial part of the member's properties, unless the appointment is vacated or stayed.
c. 90 days have elapsed after the expiration of any stay, unless the appointment is vacated.
(3) In the case of a member who is an individual:
a. The member dies.
b. A court of competent jurisdiction adjudicates the member incompetent to manage the member's person or property.
(4) In the case of a member who is a trustee or is acting as a member by virtue of being a trustee of a trust, the termination of the trust, but not merely the substitution of a new trustee.
(5) In the case of a member that is a separate limited liability company, the dissolution and commencement of winding up of the separate limited liability company.
(6) In the case of a member that is a corporation:
a. The filing of articles of dissolution or the equivalent for the corporation.
b. The revocation of its charter and the lapse of 90 days after notice to the corporation of revocation without a reinstatement of its charter.
(7) In the case of an estate, the distribution by the fiduciary of the estate's entire interest in the limited liability company.
(8) In the case of a limited liability company performing professional services, at the time a member's license or registration to perform the professional services is terminated or suspended for a period of more than 12 months.
(9) In the case of a general partnership, a limited partnership, or a registered limited liability partnership, the dissolution and commencement of winding up of the partnership.
(c) The members may provide in the operating agreement for other events the occurrence of which result in a person ceasing to be a member of the limited liability company.
(d) Unless the operating agreement provides that a member has no power to cease being a member of a limited liability company by voluntary act, the member may do so at any time by giving notice as provided in the operating agreement, or, if there is no such provision, 30 days written notice to the other members. If the member has the power to cease being a member by a voluntary act but the cessation is a breach of the operating agreement, or the cessation occurs as a result of otherwise wrongful conduct of the member, the limited liability company may recover damages from the member whose membership has ceased for breach of the operating agreement, including the reasonable cost of obtaining replacement for the services the member was obligated to perform. Unless otherwise provided in the governing documents, in the case of a limited liability company for a definite term or particular undertaking, cessation of membership by voluntary act of a member before the expiration of that term is a breach of the governing documents.
(e) Upon a member's cessation of membership each of the following applies:
(1) The member's governance rights terminate.
(2) The member's duty of loyalty under subsection (f) of Section 10A-5-3.03 terminates.
(3) The member's duty of loyalty under subsection (f) of Section 10A-5-3.03 and duty of care under subsection (g) of Section 10A-5-3.03 continue only with regard to matters arising and events occurring before the member's cessation of membership, unless the member participates in the winding up of the limited liability company's business pursuant to Sections 10A-1-9.12 and 10A-5-7.03.
(4) The member's duty of loyalty with respect to information shall be the same as that of a member who is not a manager under subdivision (1) of subsection (k) of Section 10A-5-3.03, unless the member participates in the winding up of the limited liability company's business pursuant to Sections 10A-1-9.12 and 10A-5-7.03, in which event subdivision (3) of this subsection applies.
(Acts 1993, No. 93-724, p. 1425, §36; Act 97-920, 1st Ex. Sess., p. 312, §1; §10-12-36; amended and renumbered by Act 2009-513, p. 967, §234.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-5/article-7/section-10a-5-7-01/
|
AL
|
Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5 - Limited Liability Companies.›Article 7 - Dissolution.›Section 10A-5-7.01 - Events of Dissolution. Repealed in the 2014 Regular Session by Act 2014-144 Eff...
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5 - Limited Liability Companies. › Article 7 - Dissolution. › Section 10A-5-7.01 - Events of Dissolution. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.
|
Section 10A-5-7.01
Events of dissolution. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017.
A limited liability company is dissolved and its affairs shall be wound up upon occurrence of the first of the following events:
(1) Events specified in the governing documents.
(2) Written consent of all members to dissolve.
(3) When there is no remaining member, unless either of the following applies:
a. The holders of all the financial rights in the limited liability company agree in writing, within 90 days after the cessation of membership of the last member, to continue the legal existence and business of the limited liability company and to appoint one or more new members.
b. The legal existence and business of the limited liability company is continued and one or more new members are appointed in the manner stated in the governing documents.
(4) When the limited liability company is not the successor limited liability company in the merger or consolidation with one or more limited liability companies or other entities.
(5) Entry of a decree of judicial dissolution under Section 10A-5-7.02.
(Acts 1993, No. 93-724, p. 1425, §37; Act 97-920, 1st Ex. Sess., p. 312, §1; §10-12-37; amended and renumbered by Act 2009-513, p. 967, §236.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-5/article-7/section-10a-5-7-02/
|
AL
|
Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5 - Limited Liability Companies.›Article 7 - Dissolution.›Section 10A-5-7.02 - Judicial Dissolution. Repealed in the 2014 Regular Session by Act 2014-144 Effe...
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5 - Limited Liability Companies. › Article 7 - Dissolution. › Section 10A-5-7.02 - Judicial Dissolution. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.
|
Section 10A-5-7.02
Judicial dissolution. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017.
On application by or for a member, the circuit court for the county in which the certificate of formation is filed may decree dissolution of a limited liability company whenever it is not reasonably practicable to carry on the business in conformity with the governing documents.
(Acts 1993, No. 93-724, p. 1425, §38; §10-12-38; amended and renumbered by Act 2009-513, p. 967, §236.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-5/article-7/section-10a-5-7-03/
|
AL
|
Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5 - Limited Liability Companies.›Article 7 - Dissolution.›Section 10A-5-7.03 - Winding Up. Repealed in the 2014 Regular Session by Act 2014-144 Effective Janu...
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5 - Limited Liability Companies. › Article 7 - Dissolution. › Section 10A-5-7.03 - Winding Up. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.
|
Section 10A-5-7.03
Winding up. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017.
(a) Except as otherwise provided in the governing documents, the members who have not wrongfully dissolved a limited liability company may wind up the limited liability company's business and affairs.
(b) A person winding up a limited liability company's business may: Preserve the company business or property as a going concern for a reasonable time; prosecute and defend actions and proceedings, whether civil, criminal, or administrative; settle and close the limited liability company's business; dispose of and transfer property; discharge the limited liability company's liabilities; distribute the assets of the limited liability company pursuant to Section 10A-5-7.05; and perform other necessary and appropriate acts.
(Acts 1993, No. 93-724, p. 1425, §39; §10-12-39; amended and renumbered by Act 2009-513, p. 967, §236.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-5/article-7/section-10a-5-7-04/
|
AL
|
Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5 - Limited Liability Companies.›Article 7 - Dissolution.›Section 10A-5-7.04 - Survival of Remedy After Dissolution. Repealed in the 2014 Regular Session by A...
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5 - Limited Liability Companies. › Article 7 - Dissolution. › Section 10A-5-7.04 - Survival of Remedy After Dissolution. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.
|
Section 10A-5-7.04
Survival of remedy after dissolution. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017.
(a) A dissolved limited liability company continues its existence but may not carry on any business except that necessary or appropriate to wind up and liquidate its business and affairs.
(b) Dissolution of a limited liability company does not:
(1) Transfer title to the limited liability company assets.
(2) Terminate or suspend a proceeding pending by or against the limited liability company on the effective date of dissolution.
(3) Terminate the authority of the registered agent of the limited liability company.
(Acts 1993, No. 93-724, p. 1425, §40; §10-12-40; amended and renumbered by Act 2009-513, p. 967, §236.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-5/article-7/section-10a-5-7-05/
|
AL
|
Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5 - Limited Liability Companies.›Article 7 - Dissolution.›Section 10A-5-7.05 - Distribution of Assets Upon Dissolution. Repealed in the 2014 Regular Session b...
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5 - Limited Liability Companies. › Article 7 - Dissolution. › Section 10A-5-7.05 - Distribution of Assets Upon Dissolution. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.
|
Section 10A-5-7.05
Distribution of assets upon dissolution. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017.
Upon the winding up of a limited liability company, the assets of the limited liability company shall be distributed in the following order of priority:
(1) To creditors, including members who are creditors to the extent allowed by Section 10A-5-3.01 or otherwise permitted by law, in order of priority as provided by law, except those liabilities to members of the limited liability company for interim distributions or on account of their contributions.
(2) Except as otherwise provided in the governing documents, to members of the limited liability company and former members for interim distributions and in respect of their contributions.
(3) Except as otherwise provided in the governing documents, to members first for the return of their contributions and second with respect to their interests in the limited liability company, in the proportions in which the members share in distributions.
(Acts 1993, No. 93-724, p. 1425, §41; §10-12-41; amended and renumbered by Act 2009-513, p. 967, §236.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-5/article-7/section-10a-5-7-06/
|
AL
|
Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5 - Limited Liability Companies.›Article 7 - Dissolution.›Section 10A-5-7.06 - Articles of Dissolution. Repealed in the 2014 Regular Session by Act 2014-144 E...
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5 - Limited Liability Companies. › Article 7 - Dissolution. › Section 10A-5-7.06 - Articles of Dissolution. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.
|
Section 10A-5-7.06
Articles of dissolution. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017.
(a) After the dissolution of the limited liability company pursuant to Section 10A-5-7.01, the limited liability company shall file articles of dissolution in the office of the judge of probate of the county in which the certificate of formation was filed. The articles of dissolution shall set forth:
(1) The name of the limited liability company.
(2) The date of filing its certificate of formation.
(3) The reason for filing the articles of dissolution.
(4) The effective date of the articles of dissolution, which shall be a date certain, if they are not to be effective immediately.
(5) Any other information the members or managers filing the articles deem appropriate.
(b) The articles of dissolution and two copies shall be delivered to the judge of probate. If the judge of probate finds that the articles of dissolution conform to law and that all fees prescribed in this chapter have been paid, the judge of probate shall:
(1) Endorse on the articles of dissolution and on each copy the word "Filed" and the hour, day, month, and year of the filing.
(2) File the articles of dissolution in the office of the judge of probate and certify two copies.
(3) Issue a certificate of dissolution to which a certified copy of the articles of dissolution shall be affixed, and return the certificate of dissolution with the certified copy of the articles of dissolution affixed to the representative of the dissolved limited liability company.
(4) Within 10 days after the issuance of a certificate of dissolution, transmit to the Secretary of State a certified copy of the articles of dissolution, indicating the place, date, and time of filing of the certificate.
(Acts 1993, No. 93-724, p. 1425, §42; §10-12-42; amended and renumbered by Act 2009-513, p. 967, §236.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-5/article-8/section-10a-5-8-01/
|
AL
|
Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5 - Limited Liability Companies.›Article 8 - Professional Services.›Section 10A-5-8.01 - Special Rules for Limited Liability Companies Performing Professional Services....
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5 - Limited Liability Companies. › Article 8 - Professional Services. › Section 10A-5-8.01 - Special Rules for Limited Liability Companies Performing Professional Services. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.
|
Section 10A-5-8.01
Special rules for limited liability companies performing professional services. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017.
(a) A limited liability company shall have the power to render professional services if each member or employee who renders professional services in Alabama is licensed or registered to render those professional services pursuant to applicable Alabama law and if the limited liability company complies with the limitations of this section.
(b) Every individual who renders professional services as a member or as an employee of a limited liability company shall be liable for any negligent or wrongful act or omission in which the individual personally participates to the same extent the individual would be liable if the individual rendered the services as a sole practitioner.
(c) The personal liability of a member, manager, or other employee of any limited liability company engaged in providing professional services shall be no greater than that of a shareholder, employee, director, or officer of a corporation organized under the Alabama Business Corporation Law or any successor act.
(d) The personal liability of a member, manager, or employee of a foreign limited liability company shall be determined under the law of the jurisdiction in which it is organized.
(e) Nothing in this chapter shall restrict or limit in any manner the authority or duty of a licensing authority with respect to individuals rendering a professional service within the jurisdiction of the licensing authority. Nothing in this chapter shall restrict or limit any law, rule, or regulation pertaining to standards of professional conduct.
(f) Nothing in this chapter shall limit the authority of a licensing authority to impose requirements in addition to those stated in this chapter on any limited liability company or foreign limited liability company rendering professional services within the jurisdiction of the licensing authority.
(g) A limited liability company organized to render professional services under this chapter may render only one specific type of professional services, and services ancillary to them, and may not engage in any business other than rendering the professional services which it was organized to render, and services ancillary to them. In addition, a limited liability company organized to render professional services shall be subject to the restrictions imposed on professional corporations by the Alabama Professional Corporation Law, as amended from time to time.
(h) A limited liability company organized to render professional services, domestic or foreign, may render professional services in Alabama only through individuals permitted to render those services in Alabama; but nothing in this chapter shall be construed to require that any individual who is employed by a limited liability company rendering professional services be licensed to perform services for which no license is otherwise required or to prohibit the rendering of professional services by a licensed individual acting in an individual capacity, notwithstanding that the individual may be a member, manager, employee or agent of a domestic or foreign limited liability company rendering professional services.
(i) A member's interest in a limited liability company organized to render professional services may be voluntarily transferred only to a person who is licensed or registered to render the professional services for which the company was organized.
(j) If a membership interest is transferred by gift or inheritance to a person who is not licensed or registered to render the professional services for which the limited liability company was organized or if a member's license or registration to perform the professional services for which the limited liability company was organized is terminated or suspended for a period of more than 12 months, the person or member shall not be treated as owning financial rights or an ownership interest in the limited liability company and shall be entitled only to receive the fair value of the membership interest determined in the same manner as the fair value of interests in professional corporations is determined under Section 10A-4-3.02.
(Acts 1993, No. 93-724, p. 1425, §45; Act 97-920, 1st Ex. Sess., p. 312, §1; §10-12-45; amended and renumbered by Act 2009-513, p. 967, §239.)
|
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.