Code of Alabama - Title 10A: Alabama Business and Nonprofit Entities Code - Chapter 30 - Provisions Applicable to Exisiting Entities of a Type That May No Longer Be Formed:unincorporated Professional Associations and Close Corporations

• Article 1 Unincorporated Professional Associations.
• Section 10A-30-1.01 Definitions; applicable to professional associations formed prior to January 1, 1984
  For the purposes of this article, the following terms shall have the meanings respectively ascribed to them by this section: (1) PROFESSIONAL ASSOCIATION. An unincorporated...
• Section 10A-30-1.02 Laws governing - Generally; applicability of article to professional associations formed prior to January 1, 1984
  (a) Professional associations organized pursuant to this article shall be governed generally by all laws governing or applicable to corporations, where applicable, and not in...
• Section 10A-30-1.03 Laws governing - Actions; applicable to professional associations formed prior to January 1, 1984
  Actions by and against a professional association organized pursuant to this article shall be governed by Article 7 of Chapter 7 of Title 6.
• Section 10A-30-1.04 Formation; restriction on service rendered; applicable to professional associations formed prior to January 1, 1984
  Prior to January 1, 1984, one or more persons duly licensed to practice a profession under the laws of this state may form a professional...
• Section 10A-30-1.05 Certificate of formation; name of association; dissolution; applicable to professional associations formed prior to January 1, 1984
  Prior to January 1, 1984, person or persons may form a professional association by executing and recording the certificate of formation in the office of...
• Section 10A-30-1.06 Purposes; applicable to professional associations formed prior to January 1, 1984
  A professional association may be organized only for the purpose of rendering one specific kind of professional service and shall not engage in any business...
• Section 10A-30-1.07 Stock and nonstock associations; nature and transferability of members' interests; applicable to professional associations formed prior to January 1, 1984
  A professional association organized pursuant to this article may issue stock or certificates of evidence of ownership of an interest in the assets of the...
• Section 10A-30-1.08 Board of governors; officers; bylaws; voting by members or shareholders; applicable to professional associations formed prior to January 1, 1984
  A professional association organized pursuant to this article shall be governed by a board of governors elected by the members or shareholders and represented by...
• Section 10A-30-1.09 Powers; conveyances; exemption from liability; applicable to professional associations formed prior to January 1, 1984
  A professional association organized pursuant to the provisions of this article may contract in its own name, take, hold, and sell real and personal property...
• Section 10A-30-1.10 Furnishing of statements to Secretary of State; applicable to professional associations formed prior to January 1, 1984
  A professional association shall, within 30 days after the organization of the professional association pursuant to this article and within 30 days after November 1...
• Section 10A-30-1.11 Effect of article on professional relationships; liability of members or shareholders; applicable to professional associations formed prior to January 1, 1984
  This article does not modify any law applicable to the relationship between a person furnishing professional services and a person receiving the service, including liability...
• Section 10A-30-1.12 Professional services to be rendered only through licensed officers or employees; applicable to professional associations formed prior to January 1, 1984
  A professional association may render professional services only through officers, employees, and agents who are themselves duly licensed or otherwise legally authorized to render professional...
• Section 10A-30-1.13 Withdrawal of members and employees becoming disqualified to practice; proceedings to dissolve noncomplying association; applicable to professional associations formed prior to January 1, 1984
  If any member, shareholder, agent, or employee of a professional association becomes legally disqualified to render a professional service within the state or accepts employment...
• Section 10A-30-1.14 Purchase of membership or shares of former member or shareholder; applicable to professional associations formed prior to January 1, 1984
  If the governing documents of a professional association fail to fix a price at which a professional association or its members or shareholders may purchase...
• Section 10A-30-1.15 Continuity of association independent of members or shareholders; applicable to professional associations formed prior to January 1, 1984
  Unless the certificate of formation expressly provide otherwise, a professional association shall continue as a separate entity independent of its members or shareholders for all...
• Section 10A-30-1.16 Distribution of assets on dissolution; applicable to professional associations formed prior to January 1, 1984
  In the event of dissolution of a stock-type professional association, the board of governors, as trustees of the property of such professional association, shall apply...
• Article 2 Close Corporations.
• Section 10A-30-2.01 Article applicable to close corporations; applicability of chapter
  (a) This article applies to all close corporations, as defined in Section 10A-30-2.02. (b) All provisions of this article shall be applicable to all close...
• Section 10A-30-2.02 "Close corporation" defined; contents of certificate of formation; number of shareholders; applicable to corporations formed as close corporations or electing close corporation status prior to January 1, 1995
  (a) A close corporation is a corporation organized under former Chapter 2A of former Title 10 whose certificate of formation contains the provisions required by...
• Section 10A-30-2.03 Formation of a close corporation; applicable to corporations formed as close corporations before January 1, 1995
  A close corporation which was formed in accordance with former Sections 10-2A-90 through 10-2A-96 must have been authorized by the affirmative vote of all holders...
• Section 10A-30-2.04 Voluntary termination of close corporation status by amendment of certificate of formation; vote required; applicable to corporations formed as close corporations or electing close corporation status prior to January 1, 1995
  (a) A corporation may voluntarily terminate its status as a close corporation and cease to be subject to this article by amending its certificate of...
• Section 10A-30-2.05 Issuance or transfer of shares of a close corporation in breach of qualifying conditions; applicable to corporations formed as close corporations or electing close corporation status prior to January 1, 1995
  (a) If shares of a close corporation are issued or transferred to any person who is not entitled under any provision of the certificate of...
• Section 10A-30-2.06 Corporate option where a restriction on transfer of shares is held invalid; applicable to corporations formed as close corporations or electing close corporation status prior to January 1, 1995
  If a restriction on transfer of shares of a close corporation is held not to be authorized by the Alabama Business Corporation Law, the corporation...
• Section 10A-30-2.07 Agreements restricting discretion of directors; applicable to corporations formed as close corporations or electing close corporation status prior to January 1, 1995
  A written agreement among the shareholders of a close corporation holding a majority of the outstanding shares entitled to vote, whether solely among themselves or...
• Section 10A-30-2.08 Management by shareholders; applicable to corporations formed as close corporations or electing close corporation status prior to January 1, 1995
  The certificate of formation of a close corporation may provide that the business of the corporation shall be managed by the shareholders of the corporation...
• Section 10A-30-2.09 Appointment of custodian for close corporation; applicable to corporations formed as close corporations or electing close corporation status prior to January 1, 1995
  (a) The circuit court of the county in which the corporation has its registered office or any court in such place having jurisdiction, upon application...
• Section 10A-30-2.10 Appointment of a provisional director in certain cases; applicable to corporations formed as close corporations or electing close corporation status prior to January, 1 1995
  (a) Notwithstanding any contrary provision of the governing documents or agreement of the shareholders, the circuit court of the county in which the registered office...
• Section 10A-30-2.11 Shareholders' agreements; applicable to corporations formed as close corporations or electing close corporation status prior to January 1, 1995
  No written agreement among shareholders of a close corporation, nor any provision of the governing documents of the corporation, which agreement or provision relates to...
• Section 10A-30-2.12 Shareholders' option to dissolve corporation; applicable to corporations formed as close corporations or electing close corporation status prior to January 1, 1995
  (a) The certificate of formation of any close corporation may include a provision granting to any shareholder, or to the holders of any specified number...
• Section 10A-30-2.13 Effect of the close corporation provisions on other laws; applicable to corporations formed as close corporations or electing close corporation status prior to January 1, 1995
  This article shall not be deemed to repeal any statute or rule of law which is or would be applicable to any corporation which is...

Last modified: May 3, 2021