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

• Article 1 Definitions and Other General Provisions.
• Division A Definitions, Applicability, and Purpose.
• Section 10A-1-1.01 Short title
  This title shall be known and may be cited as the "Alabama Business and Nonprofit Entity Code."
• Section 10A-1-1.02 Applicability of chapter
  (a) All provisions of this chapter shall apply to all entities formed pursuant to or governed by Chapters 2A to 11, inclusive, and Chapter 17,...
• Section 10A-1-1.03 Definitions
  As used in this title, unless the context otherwise requires, the following terms mean: (1) AFFILIATE. A person who controls, is controlled by, or is...
• Section 10A-1-1.04 Disinterested person
  (a) For purposes of this title, a person is disinterested with respect to the approval of a contract, transaction, or other matter or to the...
• Section 10A-1-1.05 Conspicuous information
  In this title, required information is conspicuous if the information is placed in a manner or displayed using a font that provides or is intended...
• Section 10A-1-1.06 Synonymous terms
  To the extent not inconsistent with the Constitution of Alabama of 1901, and other statutes of this state wherein the terms may be found, and...
• Section 10A-1-1.07 Signing of document or other writing
  For purposes of this title, a writing has been signed by a person when the writing includes the person's signature. A transmission or reproduction of...
• Section 10A-1-1.08 Short titles
  (a) The provisions of this title as described by this section may be cited as provided by this section. (b) Chapter 2A and the provisions...
• Section 10A-1-1.09 Reference in law to statute revised by title
  A reference in a law to a statute or a part of a statute revised by this title is considered to be a reference to...
• Section 10A-1-1.10 Reservation of power
  The Alabama Legislature has power to amend or repeal all or any part of this title at any time, and all domestic or foreign entities...
• Division B Determination of Applicable Law.
• Section 10A-1-1.11 Law governing filing entities
  (a) The law of this state governs the formation and internal affairs of an entity if the entity's formation occurs when a certificate of formation...
• Section 10A-1-1.12 Entities not formed by filing instrument
  For entities other than general partnerships, if the formation of an entity does not occur when a certificate of formation or similar instrument filed with...
• Section 10A-1-1.13 Internal affairs
  For purposes of this title, the internal affairs of an entity include: (1) the rights, powers, and duties of its governing authority, governing persons, officers,...
• Article 2 Purposes and Powers of Domestic Entity.
• Division A Purposes of Domestic Entity.
• Section 10A-1-2.01 General scope of permissible purposes
  A domestic entity may have any lawful purpose or purposes, unless otherwise provided by this title. If the purpose for which it is organized or...
• Section 10A-1-2.02 Prohibited purposes
  A domestic entity may not engage in a business, activity, not for profit activity, or any other activity, whether or not for profit, that: (A)...
• Section 10A-1-2.03 Limitation on purposes of professional entity
  Except as provided in the chapter of this title applicable to the entity, a professional entity may engage in only: (1) one type of professional...
• Section 10A-1-2.04 Limitation in governing documents
  The governing documents of a domestic entity may contain limitations on the entity's purposes.
• Division B Powers of Domestic Entity.
• Section 10A-1-2.11 General powers
  Except as otherwise provided by this title, and whether or not expressly stated in its governing documents, a domestic entity has the same powers as...
• Section 10A-1-2.12 Consideration for indebtedness
  (a) Unless otherwise provided by its governing documents or this title a domestic entity may create indebtedness for any consideration the entity considers appropriate, including:...
• Section 10A-1-2.13 Power to make guaranties
  (a) In this section, "guaranty" means a mortgage, pledge, security agreement, or other agreement making the domestic entity or its assets secondarily liable for another...
• Section 10A-1-2.14 Stated powers in division sufficient
  A domestic entity is not required to state in its governing documents any of the powers provided to the entity by this division.
• Section 10A-1-2.15 Limitation on powers
  This division does not authorize a domestic entity or a managerial official of a domestic entity to exercise a power in a manner inconsistent with...
• Section 10A-1-2.16 Certificated indebtedness; manner of issuance; signature and seal
  (a) Except as otherwise provided by the governing documents of the domestic entity, this title, or other law, on the issuance by a domestic entity...
• Section 10A-1-2.17 Business transactions of owner with entity
  Except as otherwise provided in the governing documents or in the specific article that applies to that entity, an owner may lend money to and...
• Article 3 Formation and Governance.
• Division A Formation, Existence, and Certificate.
• Section 10A-1-3.01 Formation and existence of filing entities
  (a) To form a filing entity, a certificate of formation complying with Sections 10A-1-3.03, 10A-1-3.04, and 10A-1-3.05 must be filed in accordance with Article 4....
• Section 10A-1-3.02 Formation and existence of nonfiling entities
  The requirements for the formation of and the determination of the existence of a nonfiling entity are governed by the chapter of this title which...
• Section 10A-1-3.03 Duration
  A domestic filing entity exists perpetually unless otherwise provided in the governing documents of the entity. A domestic entity may be terminated in accordance with...
• Section 10A-1-3.04 Execution of certificate of formation
  Unless provided otherwise in a chapter of this title governing a filing entity, one or more organizers of a filing entity must sign the certificate...
• Section 10A-1-3.05 Certificate of formation
  Unless provided otherwise in a chapter of this title governing a filing entity: (a) The certificate of formation must state: (1) the name of the...
• Section 10A-1-3.06 Filings in case of merger or conversion
  Unless provided otherwise in a chapter of this title governing an entity, the formation and existence of a domestic entity that is a converted entity...
• Section 10A-1-3.07 Certificate of existence or registration
  Unless provided otherwise in a chapter of this title governing an entity: (a) The Secretary of State, upon request and payment of the requisite fee,...
• Section 10A-1-3.08 THIS SECTION WAS ASSIGNED BY THE CODE COMMISSIONER IN THE 2020 REGULAR SESSION, EFFECTIVE JANUARY 1, 2021. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT
  (a) Filing instruments that (i) were required or permitted to be delivered for filing to a filing officer other than the Secretary of State prior...
• Division B Amendments and Restatements of Certificate of Formation.
• Section 10A-1-3.11 Right to amend certificate of formation
  (a) A filing entity may amend its certificate of formation. (b) An amended certificate of formation may contain only provisions that: (1) would be permitted...
• Section 10A-1-3.12 Procedures to amend certificate of formation
  (a) The procedure to adopt an amendment to the certificate of formation is as provided by the chapter of this title which applies to the...
• Section 10A-1-3.13 Certificate of amendment
  A certificate of amendment for a filing entity must state: (1) the name of the filing entity; (2) the type of the filing entity; (3)...
• Section 10A-1-3.14 Effect of filing certificate of amendment
  (a) An amendment to a certificate of formation takes effect when the filing of the certificate of amendment takes effect as provided by Article 4....
• Section 10A-1-3.15 Right to restate certificate of formation
  (a) A filing entity may restate its certificate of formation. (b) An amendment effected by a restated certificate of formation must comply with Section 10A-1-3.11(b).
• Section 10A-1-3.16 Procedures to restate certificate of formation
  (a) The procedure to adopt a restated certificate of formation is governed by the chapter of this title which applies to the entity. (b) A...
• Section 10A-1-3.17 Restated certificate of formation
  (a) A restated certificate of formation must accurately state the text of the previous certificate of formation, regardless of whether the certificate of formation is...
• Section 10A-1-3.18 Effect of filing of restated certificate of formation
  (a) A restated certificate of formation takes effect when the filing of the restated certificate of formation takes effect as provided by Article 4. (b)...
• Division C Governing Persons and Officers.
• Section 10A-1-3.21 Rights of governing persons in certain cases
  (a) In discharging a duty or exercising a power, a governing person, including a governing person who is a member of a committee, in good...
• Section 10A-1-3.22 Officers
  (a) Officers of a domestic entity may be elected or appointed in accordance with the governing documents of the entity or by the governing authority...
• Section 10A-1-3.23 Removal of officers
  (a) Unless otherwise provided by the governing documents of a domestic entity, an officer may be removed for or without cause by the governing authority...
• Section 10A-1-3.24 Rights of officers in certain cases
  (a) In discharging a duty or exercising a power, an officer of a domestic entity, in good faith and ordinary care, may rely on information,...
• Division D Recordkeeping.
• Section 10A-1-3.31 Books and records for domestic entities
  Each domestic entity covered shall keep the records as required by its governing documents or the chapter of this title applicable to the entity.
• Section 10A-1-3.32 Right of inspection and access by certain entities
  (a) This section applies to domestic entities other than (i) corporations formed pursuant to or governed by Chapter 2A or Chapter 4, and real estate...
• Section 10A-1-3.33 Right of inspection and access by governing persons
  (a) An entity described in subsection (e) shall provide governing persons and their agents and attorneys access to its books and records, including the books...
• Division E Certificates Representing Ownership Interest.
• Section 10A-1-3.41 Certificated or uncertificated ownership interest
  (a) Ownership interests in a domestic entity may be certificated or uncertificated. (b) The ownership interests in a business corporation, real estate investment trust, or...
• Section 10A-1-3.42 Form and validity of certificates; enforcement of entity's rights; abbreviations
  (a) A certificated ownership interest in a domestic entity may contain an impression of the seal of the entity, if any. A facsimile of the...
• Section 10A-1-3.43 Signature requirement
  (a) The managerial official or officials of a domestic entity authorized by the governing documents of the entity to sign certificated ownership interests of the...
• Section 10A-1-3.44 Delivery requirement
  A domestic entity shall deliver to the owner thereof a certificate representing a certificated ownership interest to which the owner is entitled.
• Section 10A-1-3.45 Notice for uncertificated ownership interest
  (a) Except as otherwise provided in subsection (c) and in accordance with Article 8 of Title 7, after issuing or transferring an uncertificated ownership interest,...
• Article 4 Filings.
• Division A General Provisions.
• Section 10A-1-4.01 Signature and delivery; execution by judicial act
  (a) A filing instrument must: (1) be typewritten, printed, or electronically transmitted. If a filing instrument is electronically transmitted, the filing instrument shall be in...
• Section 10A-1-4.02 Place of filing and filing duties of judge of probate and Secretary of State
  (a) A filing instrument required or allowed by this title to be delivered to the Secretary of State for filing shall be delivered to the...
• Section 10A-1-4.03 Time for filing
  Unless this title prescribes a specific period for filing, an entity shall promptly file each filing instrument that this title requires the entity to file.
• Section 10A-1-4.04 Certificates and certified copies
  THIS SECTION WAS AMENDED BY ACT 2019-94 IN THE 2019 REGULAR SESSION, EFFECTIVE JANUARY 1, 2020. TO SEE THE AMENDED VERSION, SEE THE VERSION LABELED...
• Section 10A-1-4.05 Forms adopted by Secretary of State
  (a) The Secretary of State may adopt forms for a filing instrument or a report authorized or required by this title to be filed with...
• Section 10A-1-4.06 Powers of filing office
  Each filing officer shall have the powers reasonably necessary to perform the duties required of him or her by this title.
• Section 10A-1-4.07 Communication between filing officer and entity; redaction of information
  (a) Any communication from a filing officer to an entity may be accomplished by electronic transmission or by mail or courier to that entity's principal...
• Division B When Filings Take Effect.
• Section 10A-1-4.11 General rule
  A filing instrument submitted to the filing officer takes effect on the date and time of the actual receipt by the filing officer, except as...
• Section 10A-1-4.12 Delayed effectiveness of certain filings; time zones; date of delivery
  (a) Except as otherwise provided by Section 10A-1-4.14, a filing instrument may take effect at a specified date and time after the time the instrument...
• Section 10A-1-4.13 Abandonment before effectiveness
  (a) The parties to a filing instrument may abandon the filing instrument if the instrument has not taken effect. (b) To abandon a filing instrument...
• Section 10A-1-4.14 Delayed effectiveness not permitted
  The effect of the following filing instruments may not be delayed: (1) a reservation of name as provided by Division B of Article 5; (2)...
• Section 10A-1-4.15 Acknowledgement of filing with delayed effectiveness
  An acknowledgment of filing issued or other action taken by the filing officer affirming the filing of a filing instrument that has a specific delayed...
• Division C Correction and Amendment.
• Section 10A-1-4.21 Corrections of filings
  (a) A filing instrument that has been filed with a filing officer that is an inaccurate record of the event or transaction evidenced in the...
• Section 10A-1-4.22 Limitation on correction of filings
  A filing instrument may be corrected to contain only those statements that this title authorizes or requires to be included in the original instrument. A...
• Section 10A-1-4.23 Certificate of correction
  The certificate of correction must: (1) state the name of the entity; (2) identify the filing instrument to be corrected by description and date of...
• Section 10A-1-4.24 Filing certificate of correction
  The certificate of correction shall be filed with and acted on by the filing officer as provided in Section 10A-1-4.02.
• Section 10A-1-4.25 Effect of certificate of correction
  (a) After the filing officer files the certificate of correction, the filing instrument is considered to have been corrected on the date the filing instrument...
• Section 10A-1-4.26 Amendment of filings
  A filing instrument that an entity files with the filing officer may be amended or supplemented in accordance with the provisions of the chapter that...
• Division D Filing Fees.
• Section 10A-1-4.31 Filing fees; all entities
  (a) The Secretary of State shall collect the following fees when a filing instrument described in this title is delivered to the Secretary of State...
• Article 5 Names of Entities; Registered Agents and Registered Officers.
• Division A General Provisions.
• Section 10A-1-5.01 Effect on rights under other law
  The filing of a certificate of formation by a filing entity pursuant to this title, an application for registration or statement of foreign limited liability...
• Section 10A-1-5.02 Unauthorized purpose in name prohibited
  A domestic entity, and a foreign filing entity with registration under Article 7, may not have a name that contains any word phrase that indicates...
• Section 10A-1-5.03 Names prohibited
  (a) A domestic entity may not have a name and a foreign filing entity may not register to transact business in this state under a...
• Section 10A-1-5.04 Name of corporation or foreign corporation
  (a) The name of a corporation or foreign corporation must contain: (1) the word "corporation" or "incorporated"; or (2) an abbreviation of one of those...
• Section 10A-1-5.05 Name of limited partnership
  (a) The name of a limited partnership or a foreign limited partnership registered to transact business in this state may contain the name of any...
• Section 10A-1-5.06 Name of limited liability company or foreign limited liability company
  The name of a limited liability company or a foreign limited liability company registered to transact business in this state must contain the words "Limited...
• Section 10A-1-5.07 Name of registered limited liability partnership
  The name of a limited liability partnership or a foreign limited liability partnership registered to transact business in this state shall contain the words "Limited...
• Section 10A-1-5.08 Name of professional corporation
  The name of a domestic professional corporation or of a foreign professional corporation registered to transact business in this state must contain the words "professional...
• Section 10A-1-5.09 Name of professional entity; conflict with other law or ethical rule
  The name of a professional entity must be consistent with a statute or regulation that governs a person that provides a professional service through the...
• Section 10A-1-5.10 Name of general partnership
  (a) The name of a general partnership that has filed a statement of partnership in accordance with Section 10A-8A-2.02 must include the words "general partnership"...
• Division B Reservation of Names.
• Section 10A-1-5.11 Application for reservation of name
  (a) To reserve the exclusive use of an entity name, including a fictitious name for a foreign entity whose name is not available, a person...
• Section 10A-1-5.12 Reservation of certain names prohibited; exceptions
  (a) The Secretary of State may not reserve a name that is the same as, or not distinguishable on the records of the Secretary of...
• Section 10A-1-5.13 Action on application
  If the Secretary of State determines that the name specified in the application is eligible for reservation, the Secretary of State shall reserve that name...
• Section 10A-1-5.14 Duration of reservation of name
  The Secretary of State shall reserve the name for the applicant until the earlier of: (1) one year from the date the application is accepted...
• Section 10A-1-5.15 Renewal of reservation
  A person may renew the person's reservation of a name under this division for successive one-year periods if, during the 90-day period preceding the expiration...
• Section 10A-1-5.16 Transfer of reservation of name
  (a) A person may transfer the person's reservation of a name by filing with the Secretary of State a notice of transfer. (b) The notice...
• Section 10A-1-5.17 THIS SECTION WAS ASSIGNED BY THE CODE COMMISSIONER IN THE 2020 REGULAR SESSION, EFFECTIVE JANUARY 1, 2021. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT
  The Secretary of State shall establish and maintain an automated electronic name reservation system that enables (i) the reservation of a name, (ii) the renewal...
• Division C Registration of Names.
• Section 10A-1-5.21 Application by certain entities for registration of name
  Repealed by Act 2013-338, §2, effective August 1, 2013, 2013.
• Section 10A-1-5.22 Application for registration of name
  Repealed by Act 2013-338, §2, effective August 1, 2013, 2013.
• Section 10A-1-5.23 Certain registrations prohibited; exceptions
  Repealed by Act 2013-338, §2, effective August 1, 2013, 2013.
• Section 10A-1-5.24 Duration of registration of name
  Repealed by Act 2013-338, §2, effective August 1, 2013, 2013.
• Section 10A-1-5.25 Renewal of registration; rights with respect to registered name
  Repealed by Act 2013-338, §2, effective August 1, 2013, 2013.
• Division D Registered Agents and Registered Offices; Service of Process.
• Section 10A-1-5.31 Designation and maintenance of registered agent and registered office
  (a) Each filing entity and each foreign filing entity with a registration under Article 7, and each general partnership that has an effective statement of...
• Section 10A-1-5.32 Change by entity of registered office or registered agent
  (a) An entity required to maintain a registered office and registered agent under Section 10A-1-5.31 may change its registered office, its registered agent, or both,...
• Section 10A-1-5.33 Change by registered agent of name or address of registered agent
  (a) The registered agent of any entity required by Section 10A-1-5.31 to designate and maintain a registered agent or registered office may change its name,...
• Section 10A-1-5.34 Resignation of registered agent
  (a) A registered agent of any entity required by Section 10A-1-5.31 to designate and maintain a registered agent or registered office may resign as the...
• Section 10A-1-5.35 Failure to designate and maintain registered agent
  If an entity required by Section 10A-1-5.31 to designate and maintain a registered agent fails to do so, or the registered agent cannot with reasonable...
• Section 10A-1-5.36 Method of service on entity not exclusive
  This division does not prescribe the only or required means of serving an entity. Nothing contained in this division specifically or in this title generally...
• Article 6 Indemnification and Insurance.
• Division A General Provisions.
• Section 10A-1-6.01 Definitions
  In this division: (1) "Delegate" means a person who is serving or who has served as a representative of an enterprise at the request of...
• Section 10A-1-6.02 Application of article
  This article does not apply to: general partnerships, limited liability partnerships, limited liability companies, limited partnerships, limited liability limited partnerships, nonprofit corporations, professional corporations, and...
• Division B Mandatory and Court Ordered Indemnification.
• Section 10A-1-6.11 Mandatory indemnification
  (a) An enterprise shall indemnify a governing person or former governing person against reasonable expenses actually incurred by the person in connection with a proceeding...
• Section 10A-1-6.12 Court-ordered indemnification
  (a) On application of a governing person, former governing person, or delegate and after notice is provided as required by the court, a court may...
• Section 10A-1-6.13 Limitations in governing documents
  The certificate of formation of an enterprise may restrict the circumstances under which the enterprise must or may indemnify a person under this division.
• Division C Permissive Indemnification and Advancement of Expenses.
• Section 10A-1-6.21 Permissive indemnification
  (a) An enterprise may indemnify a governing person, former governing person, or delegate who was, is, or is threatened to be made a respondent in...
• Section 10A-1-6.22 General scope of permissive indemnification
  (a) Except as otherwise provided by subsection (d) and subject to subsection (b), an enterprise may indemnify a governing person, former governing person, or delegate...
• Section 10A-1-6.23 Manner for determining permissive indemnification
  (a) Except as otherwise provided by subsections (b) and (c), the determinations required under Section 10A-1-6.21(a) must be made by: (1) a majority vote of...
• Section 10A-1-6.24 Advancement of expenses
  (a) An enterprise may pay or reimburse reasonable expenses incurred by a governing person, former governing person, or delegate that was, is, or is threatened...
• Section 10A-1-6.25 Indemnification and advancement of expenses to persons other than governing persons
  (a) Notwithstanding any other provision of this chapter but subject to subsection (d) and to the extent consistent with other law, an enterprise may indemnify...
• Section 10A-1-6.26 Permissive indemnification of and reimbursement of expenses to witnesses
  Notwithstanding any other provision of this chapter, an enterprise may pay or reimburse reasonable expenses incurred by a governing person, officer, employee, agent, delegate, or...
• Division D Liability Insurance; Reporting Requirements.
• Section 10A-1-6.31 Insurance and other arrangements
  (a) Notwithstanding any other provision of this article, an enterprise may purchase or procure or establish and maintain insurance or another arrangement to indemnify or...
• Section 10A-1-6.32 Reports of indemnification and advances
  (a) An enterprise shall report in writing to the owners or members of the enterprise an indemnification of or advance of expenses to a governing...
• Article 7 Foreign Entities.
• Division A Registration.
• Section 10A-1-7.01 Foreign entities required to register
  (a)(1) For purposes of this Article 7, the terms register, registering, and registered include (i) a foreign entity other than a foreign limited liability partnership...
• Section 10A-1-7.02 Foreign entities not required to register
  (a) A foreign entity not described by Section 10A-1-7.01 (c) may transact business in this state without registering under this chapter. (b) Subsection (a) does...
• Section 10A-1-7.03 Permissive registration
  A foreign entity that is eligible under other law of this state to register to transact business in this state, but that is not registered...
• Section 10A-1-7.04 Registration procedure
  (a)(1) A foreign entity described in Section 10A-1-7.01(c), other than a foreign limited liability partnership, registers by delivering to the Secretary of State for filing...
• Section 10A-1-7.05 Effect of registration
  (a) The application for registration of a foreign entity and the statement of foreign limited liability partnership takes effect in accordance with Article 4 of...
• Section 10A-1-7.06 Amendments to registration
  (a) If any statement in an application for registration or a statement of foreign limited liability partnership was false when made or any arrangements or...
• Section 10A-1-7.07 Entity name
  If the name of a foreign entity does not satisfy the requirements of Article 5, the foreign entity, for use in this state, may: (1)...
• Division B Withdrawal.
• Section 10A-1-7.11 Voluntary withdrawal of registration
  (a) A foreign entity registered in this state may withdraw the foreign entity's registration at any time by filing a certificate of withdrawal as provided...
• Section 10A-1-7.12 Grounds for revocation
  The Secretary of State may commence a proceeding under Section 10A-1-7.13 to revoke the registration of a foreign entity authorized to transact business in this...
• Section 10A-1-7.13 Procedure for and effect of revocation
  (a) If the Secretary of State determines that one or more grounds exist under Section 10A-1-7.12 for revocation of a registration, the Secretary of State...
• Section 10A-1-7.14 Appeal from revocation
  (a) A foreign entity may appeal the Secretary of State's revocation of its registration to the Circuit Court of Montgomery County within 30 days after...
• Division C Consequences of Transacting Business without Registering.
• Section 10A-1-7.21 Transaction of business without registration; generally
  (a) A foreign entity transacting business in this state, except a corporation or other organization formed pursuant to federal law, may not maintain any action,...
• Section 10A-1-7.22 Transaction of business without registration; actions to restrain
  (a) The failure of a foreign filing entity to register to transact business in this state or to appoint and maintain a registered agent in...
• Section 10A-1-7.23 Late filing fee
  The Secretary of State may collect from a foreign filing entity a late filing fee equal to the application for registration fee or the statement...
• Section 10A-1-7.24 Requirements of other law
  This article does not excuse a foreign filing entity from complying with duties imposed under other law, including other chapters of this title, relating to...
• Division D Business, Rights, and Obligations.
• Section 10A-1-7.31 Business of foreign entity
  A foreign entity may not conduct in this state a business, activity, not for profit activity, or any other activity, whether or not for profit,...
• Section 10A-1-7.32 Rights and privileges
  A foreign entity with a registration under this article enjoys the same but no greater rights and privileges as the domestic entity to which it...
• Section 10A-1-7.33 Obligations and liabilities
  REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
• Section 10A-1-7.34 Right of foreign entity to participate in the business of certain domestic entities
  A vote cast or consent provided by a foreign entity with respect to its ownership or membership interest in a domestic entity of which the...
• Section 10A-1-7.35 Out of state business or property of foreign entity not subject to control or regulation
  (a) The public interest lying in the promotion of business and industry in this state, it is the intent of the Legislature and declared to...
• Section 10A-1-7.36 Right of eminent domain
  Foreign entities that have complied with the constitution and laws of this state as to transacting business in this state shall have the same right...
• Section 10A-1-7.37 Extension of lines, tracks, ways, or works into state
  Any foreign entity which has complied with the constitution and laws of this state for transacting business in this state and which is engaged in...
• Division E Miscellaneous Provisions.
• Section 10A-1-7.41 Applicability of this title to certain foreign entities
  (a) Except as otherwise provided by a statute described by this subsection, the provisions of this title governing a foreign entity apply to a foreign...
• Article 8 Conversions and Mergers.
• Section 10A-1-8.01 Conversion of business and nonprofit entities
  (a) A conversion of an entity may be accomplished as provided in this section: (1) CORPORATIONS. a. The terms and conditions of a plan of...
• Section 10A-1-8.02 Mergers of entities
  (a) A merger of two or more entities, whether the other entity or entities are the same or another form of entity, may be accomplished...
• Section 10A-1-8.03 Nonexclusive application of article
  This article is not exclusive. This article does not preclude any entity from being converted or merged under law other than this chapter.
• Section 10A-1-8.04 Merger with or conversion from a foreign entity
  (a) One or more foreign entities may merge with one or more domestic entities in accordance with Section 10A-1-8.02, and a foreign entity may convert...
• Article 9 Winding Up and Termination of Domestic Entity.
• Division A General Provisions.
• Section 10A-1-9.01 Applicability of this article to certain entities
  This article does not apply to business corporations, limited liability companies, general partnerships, and limited partnerships.
• Section 10A-1-9.02 Definitions
  In this article, the following terms have the following meanings: (1) CLAIM. A right to payment, damages, or property, whether liquidated or unliquidated, accrued or...
• Division B Winding Up of Domestic Entity.
• Section 10A-1-9.11 Event requiring winding up of domestic entity
  The dissolution of a domestic entity shall be as specified in the chapter of this title applicable to the entity.
• Section 10A-1-9.12 Winding up procedures
  (a) As soon as reasonably practicable after a domestic entity is dissolved, the domestic entity shall: (1) cease to carry on its business, except to...
• Division C Provisions for Known and Unknown Claims.
• Section 10A-1-9.21 Known claims against dissolved domestic entity
  (a) A dissolved domestic entity may dispose of the known claims against it by following the procedure described in subsection (b) at any time after...
• Section 10A-1-9.22 Unknown claims against dissolved domestic entity
  (a) A dissolved domestic entity may publish notice of its dissolution and request that persons with claims against the dissolved domestic entity present them in...
• Division D Revocation and Reinstatement.
• Section 10A-1-9.31 Revocation of voluntary winding up
  (a) A domestic entity may revoke a voluntary decision to dissolve the entity by approval of the revocation in the manner and within the time...
• Section 10A-1-9.32 Reinstatement
  In addition to the grounds for reinstating a dissolved entity pursuant to the chapter of this title applicable to the entity, if the chapter of...

Last modified: May 3, 2021