Source: official Alabama Legislature ALISON GraphQL service (alison.legislature.state.al.us/graphql), CodeOfAlabamaPrintContent, retrieved 2026-07-07. Sections: 161
This title shall be known and may be cited as the “Alabama Business and Nonprofit Entity Code.”
(Act 2009-513, p. 967, §2.)
(a) All provisions of this chapter shall apply to all entities formed pursuant to or governed by Chapters 2A to 11, inclusive, and Chapters 17 and 18, except as set forth in this chapter and except as set forth in subsections (c), (d), and (e).
(b) The provisions of this chapter shall apply to entities formed pursuant to or governed by Chapter 16, Chapter 20, and Chapter 30 only as provided therein or expressly provided in this chapter.
(c) If a provision of this chapter conflicts with a provision in another chapter of this title, the provision of the other chapter, to the extent of the conflict, supersedes the provision of this chapter.
(d) Provisions in another chapter may provide that the provisions of this chapter do not apply by specifically providing which provisions in this chapter do not apply.
(e) Provisions in another chapter may provide that the governing documents of an entity governed by that other chapter may supersede the provisions of this chapter by specifically providing which provisions in this chapter may be superseded by those governing documents.
(Act 2009-513, p. 967, §2; Act 2018-125, §1; Act 2019-94, §2; Act 2020-73, §1; Act 2021-299, §1; Act 2025-281, §1.)
(a) If a term, including a term that is defined in subsection (b), is defined in a chapter of this title, then, when used in that chapter, the term shall have the meaning set forth in that chapter.
(b) As used in this title, except as provided in subsection (a) or where the context otherwise requires, the following terms mean:
(1) AFFILIATE. A person who controls, is controlled by, or is under common control with another person. An affiliate of an individual includes the spouse, or a parent or sibling thereof, of the individual, or a child, grandchild, sibling, parent, or spouse of any thereof, of the individual, or an individual having the same home as the individual, or a trust or estate of which an individual specified in this sentence is a substantial beneficiary; a trust, estate, incompetent, conservatee, protected person, or minor of which the individual is a fiduciary; or an entity of which the individual is director, general partner, agent, employee or the governing authority or member of the governing authority.
(2) ASSOCIATE. When used to indicate a relationship with:
(A) a domestic or foreign entity for which the person is:
(i) an officer or governing person; or
(ii) a beneficial owner of 10 percent or more of a class of voting ownership interests or similar securities of the entity;
(B) a trust or estate in which the person has a substantial beneficial interest or for which the person serves as trustee or in a similar fiduciary capacity;
(C) the person’s spouse or a relative of the person related by consanguinity or affinity within the fifth degree who resides with the person; or
(D) a governing person or an affiliate or officer of the person.
(3) ASSOCIATION. Includes, but is not limited to, an unincorporated nonprofit association as defined in Chapter 17 and an unincorporated professional association as defined in Article 1 of Chapter 30.
(4) BENEFIT CORPORATION. A benefit corporation as defined in Chapter 2A.
(5) BUSINESS CORPORATION. A corporation or foreign corporation as defined in Chapter 2A. The term includes a benefit corporation as defined in Chapter 2A.
(6) BUSINESS TRUST. A business trust as defined in Chapter 16.
(7) CERTIFICATE OF DISSOLUTION. Any document such as a certificate of dissolution, statement of dissolution, or articles of dissolution, required or permitted to be filed publicly with respect to an entity’s dissolution and winding up of its business, activity, activities, not for profit activity, or affairs.
(8) CERTIFICATE OF FORMATION.
(A) The document required to be filed publicly under this title to form a filing entity; and
(B) if appropriate, a restated certificate of formation and all amendments of an original or restated certificate of formation; provided that a restated certificate of formation and an amendment of an original or restated certificate of formation shall not be deemed to be a certificate of formation for purposes of Section 10A-1-4.31.
(9) CERTIFICATE OF OWNERSHIP. An instrument evidencing an ownership interest or membership interest in an entity.
(10) CERTIFICATED OWNERSHIP INTEREST. An ownership interest of a domestic entity represented by a certificate.
(11) CERTIFICATION or CERTIFIED. Duly authenticated by the proper officer or filing officer of the jurisdiction the laws of which govern the internal affairs of an entity.
(12) CONTRIBUTION. A tangible or intangible benefit that a person transfers to an entity in consideration for an ownership interest in the entity or otherwise in the person’s capacity as an owner or a member. A benefit that may constitute a contribution transferred in exchange for an ownership interest or transferred in the transferor’s capacity as an owner or member may include cash, property, services rendered, a contract for services to be performed, a promissory note or other obligation of a person to pay cash or transfer property to the entity, or securities or other interests in or obligations of an entity. In either case, the benefit does not include cash or property received by the entity:
(A) with respect to a promissory note or other obligation to the extent that the agreed value of the note or obligation has previously been included as a contribution; or
(B) that the person intends to be a loan to the entity.
(13) CONVERSION. A conversion, whether referred to as a conversion, domestication, or otherwise, means:
(A) the continuance of a domestic entity as a foreign entity of any type;
(B) the continuance of a foreign entity as a domestic entity of any type; or
(C) the continuance of a domestic entity of one type as a domestic entity of another type.
(14) CONVERTED ENTITY. An entity resulting from a conversion.
(15) CONVERTING ENTITY. An entity as the entity existed before the entity’s conversion.
(16) COOPERATIVE. Includes an employee cooperative as defined in Chapter 11.
(17) CORPORATION. Includes a domestic or foreign business corporation, including a benefit corporation, as defined in Chapter 2A, a domestic or foreign nonprofit corporation as defined in Chapter 3A, a domestic or foreign professional corporation as defined in Chapter 4, and those entities specified in Chapter 20 as corporate.
(18) COURT. The designated court, and if none, the circuit court specifically set forth in this title, and if none, any other court having jurisdiction in a case.
(19) DAY. When used in the computation of time, excludes the first day and includes the last day of the period so computed, unless the last day is a Saturday, Sunday, or legal holiday, in which event the period runs until the end of the next day that is not a Saturday, a Sunday, or a legal holiday. When the period of time to be computed is less than 7 days, intermediate Saturdays, Sundays, and legal holidays shall be excluded.
(20) DEBTOR IN BANKRUPTCY. A person who is the subject of:
(A) an order for relief under the United States bankruptcy laws, Title 11, United States Code, or comparable order under a successor statute of general application; or
(B) a comparable order under federal, state, or foreign law governing insolvency.
(21) DESIGNATED COURT. The court or courts that are designated in the (i) certificate of incorporation or bylaws of a corporation as authorized by Chapter 2A, (ii) certificate of incorporation or bylaws of a nonprofit corporation as authorized by Chapter 3A, (iii) limited liability company agreement of a limited liability company formed pursuant to or governed by Chapter 5A, (iv) partnership agreement of a partnership formed pursuant to or governed by Chapter 8A, or (v) limited partnership agreement of a limited partnership formed pursuant to or governed by Chapter 9A.
(22) DIRECTOR. An individual who serves on the board of directors, by whatever name known, of a foreign or domestic corporation.
(23) DISTRIBUTION. A transfer of property, including cash, from an entity to an owner or member of the entity in the owner’s or member’s capacity as an owner or member. The term includes a dividend, a redemption or purchase of an ownership interest, or a liquidating distribution.
(24) DOMESTIC. With respect to an entity, means governed as to its internal affairs by this title.
(25) DOMESTIC ENTITY. An entity governed as to its internal affairs by this title.
(26) EFFECTIVE DATE OF THIS TITLE. January 1, 2011.
(27) ELECTRONIC. Relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities.
(28) ELECTRONIC SIGNATURE. An electronic signature as that term is defined in the Uniform Electronic Transactions Act, Chapter 1A of Title 8, or any successor statute.
(29) ELECTRONIC TRANSMISSION OR ELECTRONICALLY TRANSMITTED. Any form or process of communication not directly involving the physical transfer of paper or another tangible medium, which (i) is suitable for the retention, retrieval, and reproduction of information by the recipient, and (ii) is retrievable in paper form by the recipient through an automated process used in conventional commercial practice.
(30) ELECTRONIC WRITING. Information that is stored in an electronic or other nontangible medium and is retrievable in paper form through an automated process used in conventional commercial practice.
(31) ENTITY. A domestic or foreign organization.
(32) FILING ENTITY. A domestic entity that is a corporation, limited partnership, limited liability limited partnership, limited liability company, professional association, employee cooperative corporation, or real estate investment trust.
(33) FILING INSTRUMENT. An instrument, document, or statement that is required or permitted by this title to be delivered for filing by or for an entity to a filing officer.
(34) FILING OFFICER. An officer of this state with whom a filing instrument is required or permitted to be delivered for filing pursuant to this title.
(35) FOREIGN. With respect to an entity, means governed as to its internal affairs by the laws of a jurisdiction other than this state.
(36) FOREIGN ENTITY. An entity governed as to its internal affairs by the laws of a jurisdiction other than this state.
(37) FOREIGN FILING ENTITY. A foreign entity that registers or is required to register as a foreign entity under Article 7.
(38) FOREIGN GOVERNMENTAL AUTHORITY. A governmental official, agency, or instrumentality of a jurisdiction other than this state.
(39) FOREIGN NONFILING ENTITY. A foreign entity that is not a foreign filing entity.
(40) GENERAL PARTNER.
(A) Each partner in a general partnership; or
(B) a person who is admitted to a limited partnership as a general partner in accordance with the governing documents of the limited partnership.
(41) GENERAL PARTNERSHIP. A partnership as defined in Chapter 8A. The term includes a limited liability partnership as defined in Chapter 8A.
(42) GOVERNING AUTHORITY. A person or group of persons who are entitled to manage and direct the affairs of an entity pursuant to this title and the governing documents of the entity, except that if the governing documents of the entity or this title divide the authority to manage and direct the affairs of the entity among different persons or groups of persons according to different matters, governing authority means the person or group of persons entitled to manage and direct the affairs of the entity with respect to a matter under the governing documents of the entity or this title. The term includes the board of directors of a corporation, by whatever name known, or other persons authorized to perform the functions of the board of directors of a corporation, the general partners of a general partnership or limited partnership, the persons who have direction and oversight of a limited liability company, and the trust managers of a real estate investment trust. The term does not include an officer who is acting in the capacity of an officer.
(43) GOVERNING DOCUMENTS.
(A) In the case of a domestic entity:
(i) the certificate of formation for a filing entity or the document or agreement under which a nonfiling entity is formed; and
(ii) the other documents or agreements, including bylaws, partnership agreements of partnerships, limited liability company agreements of limited liability companies, or similar documents, adopted by the entity pursuant to this title to govern the formation or the internal affairs of the entity; or
(B) in the case of a foreign entity, the instruments, documents, or agreements adopted under the law of its jurisdiction of formation to govern the formation or the internal affairs of the entity.
(44) GOVERNING PERSON. A person serving as part of the governing authority of an entity.
(45) INDIVIDUAL. A natural person and the estate of an incompetent or deceased natural person.
(46) INSOLVENCY. The inability of a person to pay the person’s debts as they become due in the usual course of business or affairs.
(47) INSOLVENT. A person who is unable to pay the person’s debts as they become due in the usual course of business or affairs.
(48) JUDGE OF PROBATE. The judge of probate of the county in which an entity is required or permitted to deliver a filing instrument for filing pursuant to this title.
(49) JURISDICTION OF FORMATION.
(A) In the case of a filing entity, this state;
(B) in the case of a foreign entity, the jurisdiction in which the entity’s certificate of formation or similar organizational instrument is filed, or if no certificate of formation or similar organizational instrument is filed, then the laws of the jurisdiction which govern the internal affairs of the foreign entity;
(C) in the case of a general partnership which has filed a statement of partnership, a statement of not for profit partnership, or a statement of limited liability partnership in accordance with Chapter 8A, in this state;
(D) in the case of a foreign limited liability partnership, the laws of the jurisdiction which govern the filing of the foreign limited liability partnership’s statement of limited liability partnership or such filing in that jurisdiction; and
(E) in the case of a foreign or domestic nonfiling entity other than those entities described in subsection (C) or (D):
(i) the jurisdiction the laws of which are chosen in the entity’s governing documents to govern its internal affairs if that jurisdiction bears a reasonable relation to the owners or members or to the domestic or foreign nonfiling entity’s business, activities, and affairs under the principles of this state that otherwise would apply to a contract among the owners or members; or
(ii) if subparagraph (i) does not apply, the jurisdiction in which the entity has its principal office.
(50) LAW. Unless the context requires otherwise, both statutory and common law.
(51) LICENSE. A license, certificate of registration, or other legal authorization.
(52) LICENSING AUTHORITY. The state court, state regulatory licensing board, or other like agency which has the power to issue a license or other legal authorization to render professional services.
(53) LIMITED LIABILITY COMPANY. A limited liability company as defined in Chapter 5A.
(54) LIMITED LIABILITY LIMITED PARTNERSHIP. A limited liability limited partnership as defined in Chapter 9A.
(55) LIMITED LIABILITY PARTNERSHIP. A limited liability partnership as defined in Chapter 8A.
(56) LIMITED PARTNER. A person who has been admitted to a limited partnership as a limited partner as provided by:
(A) in the case of a domestic limited partnership, Chapter 9A; or
(B) in the case of a foreign limited partnership, the laws of its jurisdiction of formation.
(57) LIMITED PARTNERSHIP. A limited partnership as defined in Chapter 9A. The term includes a limited liability limited partnership as defined in Chapter 9A.
(58) MANAGERIAL OFFICIAL. An officer or a governing person.
(59) MEMBER.
(A) A person defined as a member under Chapter 5A;
(B) in the case of a nonprofit corporation formed pursuant to or governed by Chapter 3A, a person defined as a member under Chapter 3A;
(C) in the case of an employee cooperative corporation formed pursuant to or governed by Chapter 11, a natural person who, as provided in Chapter 11, has been accepted for membership in and owns a membership share in an employee cooperative;
(D) in the case of a nonprofit association, a person who, as provided in Chapter 17, may participate in the selection of persons authorized to manage the affairs of the nonprofit association or in the development of its policy.
(60) MERGER. The combination of one or more domestic entities with one or more domestic entities or foreign entities resulting in:
(A) one or more surviving domestic entities or foreign entities;
(B) the creation of one or more new domestic entities or foreign entities, or one or more surviving domestic entities or foreign entities; or
(C) one or more surviving domestic entities or foreign entities and the creation of one or more new domestic entities or foreign entities.
(61) NONFILING ENTITY. A domestic entity that is not a filing entity. The term includes a domestic general partnership, a limited liability partnership, and a nonprofit association.
(62) NONPROFIT ASSOCIATION. An unincorporated nonprofit association as defined in Chapter 17. The term does not include a general partnership which has filed a statement of not for profit partnership in accordance with Chapter 8A, a limited partnership which is carrying on a not for profit purpose, or a limited liability company which is carrying on a not for profit purpose.
(63) NONPROFIT CORPORATION. A domestic or foreign nonprofit corporation as defined in Chapter 3A.
(64) NONPROFIT ENTITY. An entity that is a nonprofit corporation, nonprofit association, or other entity that is organized solely for one or more nonprofit purposes.
(65) OFFICER. An individual elected, appointed, or designated as an officer of an entity by the entity’s governing authority or under the entity’s governing documents.
(66) ORGANIZATION. A corporation, limited partnership, general partnership, limited liability company, business trust, real estate investment trust, joint venture, joint stock company, cooperative, association, or other organization, including, regardless of its organizational form, a bank, insurance company, credit union, and savings and loan association, whether for profit, not for profit, nonprofit, domestic, or foreign.
(67) ORGANIZER. A person, who need not be an owner or member of the entity, who, having the capacity to contract, is authorized to execute documents in connection with the formation of the entity. The term includes an incorporator.
(68) OWNER.
(A) With respect to a foreign or domestic business corporation or real estate investment trust, a stockholder or a shareholder;
(B) with respect to a foreign or domestic partnership, a partner;
(C) with respect to a foreign or domestic limited liability company or association, a member; and
(D) with respect to another foreign or domestic entity, an owner of an equity interest in that entity.
(69) OWNERSHIP INTEREST. An owner’s interest in an entity. The term includes the owner’s share of profits and losses or similar items and the right to receive distributions. The term does not include an owner’s right to participate in management or participate in the direction or oversight of the entity. An ownership interest is personal property.
(70) PARENT OR PARENT ENTITY. An entity that:
(A) owns at least 50 percent of the ownership or membership interest of a subsidiary; or
(B) possesses at least 50 percent of the voting power of the owners or members of a subsidiary.
(71) PARTNER. A limited partner or general partner.
(72) PARTNERSHIP. Includes a general partnership, a limited liability partnership, a foreign limited liability partnership, a limited partnership, a foreign limited partnership, a limited liability limited partnership, and a foreign limited liability limited partnership.
(73) PARTNERSHIP AGREEMENT. Any agreement (whether referred to as a partnership agreement or otherwise), written, oral, or implied, of the partners as to the activities and affairs of a general partnership or a limited partnership. The partnership agreement includes any amendments to the partnership agreement. In the case of limited partnerships formed prior to October 1, 1998, partnership agreement includes the certificate of partnership.
(74) PARTY TO THE MERGER. A domestic entity or foreign entity that under a plan of merger is combined by a merger. The term does not include a domestic entity or foreign entity that is not to be combined into or with one or more domestic entities or foreign entities, regardless of whether ownership interests of the entity are to be issued under the plan of merger.
(75) PERSON. An individual, including the estate of an incompetent or deceased individual, or an entity, whether created by the laws of this state or another state or foreign country, including, without limitation, a general partnership, limited liability partnership, limited partnership, limited liability limited partnership, limited liability company, corporation, professional corporation, nonprofit corporation, professional association, trustee, personal representative, fiduciary, as defined in Section 19-3-150 or person performing in any similar capacity, business trust, estate, trust, association, joint venture, government, governmental subdivision, agency, or instrumentality, or any other legal or commercial entity.
(76) PRESIDENT.
(A) The individual designated as president of an entity under the entity’s governing documents; or
(B) the officer or committee of persons authorized to perform the functions of the principal executive officer of an entity without regard to the designated name of the officer or committee.
(77) PRINCIPAL OFFICE. The office, in or out of this state, where the principal executive office, whether referred to as the principal executive office, chief executive office, or otherwise, of an entity is located.
(78) PROFESSIONAL ASSOCIATION. A professional association as defined in Chapter 30.
(79) PROFESSIONAL CORPORATION. A domestic or foreign professional corporation as defined in Chapter 4.
(80) PROFESSIONAL ENTITY. A professional association and a professional corporation.
(81) PROFESSIONAL SERVICE. Any type of service that may lawfully be performed only pursuant to a license issued by a state court, state regulatory licensing board, or other like agency pursuant to state laws.
(82) PROPERTY. Includes all property, whether real, personal, or mixed, or tangible or intangible, or any right or interest therein.
(83) REAL ESTATE INVESTMENT TRUST. An unincorporated trust, association, or other entity as defined in Chapter 10.
(84) SECRETARY.
(A) The individual designated as secretary of an entity under the entity’s governing documents; or
(B) the officer or committee of persons authorized to perform the functions of secretary of an entity without regard to the designated name of the officer or committee.
(85) SECRETARY OF STATE. The Secretary of State of the State of Alabama.
(86) SIGN or SIGNATURE. With the present intent to authenticate or adopt a writing:
(A) to execute or adopt a tangible symbol to a writing, and includes any manual, facsimile, or conformed signature; or
(B) to attach to or logically associate with an electronic transmission an electronic sound, symbol, or process, and includes an electronic signature in an electronic transmission.
(87) STATE. Includes, when referring to a part of the United States, a state or commonwealth, and its agencies and governmental subdivisions, and a territory or possession, and its agencies and governmental subdivisions, of the United States.
(88) SUBSCRIBER. A person who agrees with or makes an offer to an entity to purchase by subscription an ownership interest in the entity.
(89) SUBSCRIPTION. An agreement between a subscriber and an entity, or a written offer made by a subscriber to an entity before or after the entity’s formation, in which the subscriber agrees or offers to purchase a specified ownership interest in the entity.
(90) SUBSIDIARY. An entity at least 50 percent of:
(A) the ownership or membership interest of which is owned by a parent entity; or
(B) the voting power of which is possessed by a parent entity.
(91) TREASURER.
(A) The individual designated as treasurer of an entity under the entity’s governing documents; or
(B) the officer or committee of persons authorized to perform the functions of treasurer of an entity without regard to the designated name of the officer or committee.
(92) TRUSTEE. A person who serves as a trustee of a trust, including a real estate investment trust.
(93) UNCERTIFICATED OWNERSHIP INTEREST. An ownership interest in a domestic entity that is not represented by a certificate.
(94) VICE PRESIDENT.
(A) The individual designated as vice president of an entity under the governing documents of the entity; or
(B) the officer or committee of persons authorized to perform the functions of the president of the entity on the death, absence, or resignation of the president or on the inability of the president to perform the functions of office without regard to the designated name of the officer or committee.
(95) WRITING or WRITTEN. Information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.
(Act 2009-513, p. 967, §2; Act 2014-144, p. 265, §2; Act 2016-379, p. 934, §2; Act 2018-125, §1; Act 2019-94, §2; Act 2020-73, §1; Act 2021-299, §1; Act 2023-503, §2; Act 2024-413, §1.)
[Superseded: 2026-08-01]
AMENDED BY ACT 2026-495, EFFECTIVE AUGUST 1, 2026. SEE ACT FOR REVISED LANGUAGE.
(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 consideration of the disposition of a claim or challenge relating to a contract, transaction, or particular conduct, if the person or the person’s associate:
(1) is not a party to the contract or transaction or materially involved in the conduct that is the subject of the claim or challenge; and
(2) does not have a material financial interest in the outcome of the contract or transaction or the disposition of the claim or challenge.
(b) For purposes of subsection (a), a person is not materially involved in the conduct that is the subject of a claim or challenge and does not have a material financial interest in the outcome of a contract or transaction or the disposition of a claim or challenge solely because:
(1) the person was nominated or elected as a governing person by a person who is:
(A) interested in the contract or transaction; or
(B) alleged to have engaged in the conduct that is the subject of the claim or challenge;
(2) the person receives normal fees or customary compensation, reimbursement for expenses, or benefits as a governing person of the entity;
(3) the person has a direct or indirect equity interest in the entity;
(4) the entity has, or its subsidiaries have, an interest in the contract or transaction or was affected by the alleged conduct;
(5) the person or an associate of the person receives ordinary and reasonable compensation for reviewing, making recommendations regarding, or deciding on the disposition of the claim or challenge; or
(6) in the case of a review by the person of the alleged conduct that is the subject of the claim or challenge:
(A) the person is named as a defendant in the derivative proceeding regarding the matter or as a person who engaged in the alleged conduct; or
(B) the person, acting as a governing person, approved, voted for, or acquiesced in the act being challenged if the act did not result in a material personal or financial benefit to the person and the challenging party fails to allege particular facts that, if true, raise a significant prospect that the governing person would be held liable to the entity or its owners or members as a result of the conduct.
(Act 2009-513, p. 967, §2.)
[Effective: 2026-08-01]
(a) This section shall not apply to Chapters 2A, 3A, 4, and 11. In addition, provisions in a written limited liability company agreement under Chapter 5A, a written partnership agreement under Chapter 8A, and a written limited partnership agreement under Chapter 9A may provide that this section is not applicable.
(b) Except as provided in subsection (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 consideration of the disposition of a claim or challenge relating to a contract, transaction, or particular conduct, if the person or the person’s associate:
(1) is not a party to the contract or transaction or materially involved in the conduct that is the subject of the claim or challenge; and
(2) does not have a material financial interest in the outcome of the contract or transaction or the disposition of the claim or challenge.
(c) For purposes of subsection(b), a person is not materially involved in the conduct that is the subject of a claim or challenge and does not have a material financial interest in the outcome of a contract or transaction or the disposition of a claim or challenge solely because:
(1) the person was nominated or elected as a governing person by a person who is:
(A) interested in the contract or transaction; or
(B) alleged to have engaged in the conduct that is the subject of the claim or challenge;
(2) the person receives normal fees or customary compensation, reimbursement for expenses, or benefits as a governing person of the entity;
(3) the person has a direct or indirect equity interest in the entity;
(4) the entity has, or its subsidiaries have, an interest in the contract or transaction or was affected by the alleged conduct;
(5) the person or an associate of the person receives ordinary and reasonable compensation for reviewing, making recommendations regarding, or deciding on the disposition of the claim or challenge; or
(6) in the case of a review by the person of the alleged conduct that is the subject of the claim or challenge:
(A) the person is named as a defendant in the derivative proceeding regarding the matter or as a person who engaged in the alleged conduct; or
(B) the person, acting as a governing person, approved, voted for, or acquiesced in the act being challenged if the act did not result in a material personal or financial benefit to the person and the challenging party fails to allege particular facts that, if true, raise a significant prospect that the governing person would be held liable to the entity or its owners or members as a result of the conduct.
(Act 2009-513, p. 967, §2; Act 2026-495, §1.)
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 to provide notice to a reasonable person affected by the information. Required information in a document is conspicuous if the font used for the information is capitalized, boldfaced, italicized, or underlined or larger or of a different color than the remainder of the document.
(Act 2009-513, p. 967, §2.)
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 as the context requires, in this title or any other statute of this state:
(1) a reference to certificate of formation includes, in the case of a corporation, articles of incorporation, certificate of incorporation, and charter; in the case of limited partnership, a certificate of limited partnership and a certificate of formation; in the case of a limited liability company, certificate of formation and articles of organization; and in the case of a business trust or a real estate investment trust, declaration of trust and, similarly, a reference to articles of incorporation, certificate of incorporation, charter, certificate of limited partnership, or articles of organization includes a certificate of formation;
(2) a reference to articles of dissolution includes statement of dissolution and certificate of dissolution, and similarly a reference to statement of dissolution includes articles of dissolution and certificate of dissolution, and similarly, a reference to certificate of dissolution includes articles of dissolution and statement of dissolution;
(3) a reference to certificate of merger includes articles of merger and statement of merger and similarly, a reference to articles of merger includes certificate of merger and statement of merger, and similarly, a reference to statement of merger includes certificate of merger and articles of merger;
(4) a reference to authorized capital stock includes authorized shares;
(5) a reference to capital stock includes authorized and issued shares, issued shares, and stated capital;
(6) a reference to a certificate of registration, certificate of authority, statement of foreign limited liability partnership, and permit to transact business includes registration;
(7) a reference to stock and shares of stock includes shares;
(8) a reference to stockholder includes shareholder; and
(9) a reference to no par stock includes shares without par value.
(Act 2009-513, p. 967, §2; Act 2016-379, p. 934, §2; Act 2018-125, §1.)
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 a writing signed by a person is considered signed by that person for purposes of this title.
(Act 2009-513, p. 967, §2.)
(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 of Chapter 1 to the extent applicable to business corporations may be cited as the Alabama Business Corporation Law.
(c) Chapter 3A and the provisions of Chapter 1 to the extent applicable to nonprofit corporations may be cited as the Alabama Nonprofit Corporation Law.
(d) Chapter 4 and the provisions of Chapter 1 to the extent applicable to professional corporations may be cited as the Alabama Professional Corporation Law.
(e) Chapter 5A and the provisions of Chapter 1 to the extent applicable to limited liability companies may be cited as the Alabama Limited Liability Company Law.
(f) Chapter 8A and the provisions of Chapter 1 to the extent applicable to general partnerships may be cited as the Alabama Partnership Law.
(g) Chapter 9A and the provisions of Chapter 1 to the extent applicable to limited partnerships may be cited as the Alabama Limited Partnership Law.
(h) Chapter 10 and the provisions of Chapter 1 to the extent applicable to real estate investment trusts may be cited as the Alabama Real Estate Investment Trust Law.
(i) Chapter 11 and the provisions of Chapter 1 and Chapter 2A to the extent applicable to employee cooperative corporations may be cited as the Alabama Employee Cooperative Corporations Law.
(j) Chapter 17 and the provisions of Chapter 1 to the extent applicable to unincorporated nonprofit associations may be cited as the Alabama Unincorporated Nonprofit Association Law.
(k) Chapter 18 and the provisions of Chapter 1 to the extent applicable to Alabama statewide trade associations may be cited as the Alabama Statewide Trade Association Law.
(Act 2009-513, p. 967, §2; Act 2014-144, p. 265, §2; Act 2016-379, p. 934, §2; Act 2018-125, §1; Act 2019-94, §2; Act 2020-73, §1; Act 2023-503, §2; Act 2024-413, §1; Act 2025-281, §1.)
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 the part of this title that revises that statute or part of that statute.
(Act 2009-513, p. 967, §2.)
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 subject to this title are governed by the amendment or repeal.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-1.02; amended and renumbered by Act 2009-513, p. 967, §3.)
[Superseded: 2026-08-01]
AMENDED BY ACT 2026-495, EFFECTIVE AUGUST 1, 2026. SEE ACT FOR REVISED LANGUAGE.
(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 filed in accordance with Article 4 takes effect.
(b) If the formation of an entity occurs when a certificate of formation or similar instrument filed with a foreign governmental authority takes effect, the laws of the state or other jurisdiction in which that foreign governmental authority is located governs the formation and internal affairs of the entity, and the liability of its members.
(Act 2009-513, p. 967, §5.)
[Effective: 2026-08-01]
(a) It is important to the economy of this state, and to domestic entities, their governing authorities, governing persons, officers, and their owners, employees, creditors, and other constituencies, for the laws governing domestic entities to be clear and comprehensible, and to be applied using the plain meaning of the statute.
(b) A domestic entity, whether a filing entity or a nonfiling entity, is governed by the laws of this state regarding (i) the formation and internal affairs of the domestic entity; and (ii) the rights, privileges, powers, duties, and liabilities, if any, of its governing authorities, governing persons, officers, and owners.
(c) If the formation of an entity occurs when a certificate of formation or similar instrument filed with a foreign governmental authority takes effect, the laws of the state or other jurisdiction in which that foreign governmental authority is located governs (i) the formation and internal affairs of the entity, (ii) the duties and obligations of the governing authorities, governing persons, officers, and owners, and (iii) the liability of its owners.
(d) The governing authorities, governing persons, and officers of a domestic entity, in exercising their duties under this title, may be informed by the laws and judicial decisions of other jurisdictions and the practices observed by entities in any other jurisdiction, but the failure or refusal of a governing authority, governing person, or officer to consider, or to conform the exercise of its, his, or her powers to, the laws, judicial decisions, or practices of another jurisdiction shall not constitute or indicate a breach of a duty.
(Act 2009-513, p. 967, §5; Act 2026-495, §1.)
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 the filing officer, or with a foreign governmental authority takes effect, the law governing the entity’s formation and internal affairs is the law of the entity’s jurisdiction of formation.
(Act 2009-513, p. 967, §5; Act 2018-125, §1; Act 2019-94, §2.)
[Superseded: 2026-08-01]
AMENDED BY ACT 2026-495, EFFECTIVE AUGUST 1, 2026. SEE ACT FOR REVISED LANGUAGE.
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, owners, and members; and
(2) matters relating to its membership or ownership interests, other than the right of members or owners to inspect entity records.
(Act 2009-513, p. 967, §5.)
[Effective: 2026-08-01]
For purposes of this title, the internal affairs of an entity include, without limitation:
(1) the rights, powers, and duties of its governing authority, governing persons, officers, owners, and members;
(2) matters relating to its membership or ownership interests; and
(3) matters which are peculiar to the relationships among or between the entity and its governing authority, governing persons, officers, owners, and members.
(Act 2009-513, p. 967, §5; Act 2026-495, §1.)
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 its form makes it subject to a special provision of law or limitation of purpose, the entity shall also comply with that provision or conform to that limitation.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-3.01; amended and renumbered by Act 2009-513, p. 967, §7.)
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) is expressly unlawful or prohibited by a law of this state;
(B) cannot lawfully be engaged in by that entity under a law of this state; or
(C) may not be engaged in by an entity without first obtaining a license under the laws of this state to engage in that business, activity, not for profit activity, or any other activity, whether or not for profit, and a license cannot lawfully be granted to the entity.
(Act 2009-513, p. 967, §8; Act 2018-125, §1.)
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 service, unless the entity is expressly authorized to provide more than one type of professional service under state law regulating the professional services; and
(2) services ancillary to that type of professional service.
(Act 2009-513, p. 967, §8.)
The governing documents of a domestic entity may contain limitations on the entity’s purposes.
(Act 2009-513, p. 967, §8.)
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 an individual to take action necessary or convenient to carry out its business and affairs. Except as otherwise provided by this title or the governing documents of the entity, the powers of a domestic entity include the power to:
(1) sue, be sued, complain and defend suit in its entity name;
(2) have and alter a seal and use the seal or a facsimile of it by impressing, affixing, or reproducing it;
(3) purchase, lease, or otherwise acquire, receive, own, hold, improve, use, and deal in and with property or an interest in property;
(4) sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of property;
(5) make contracts and guaranties;
(6) incur liabilities, borrow money, issue notes, bonds, and other obligations which may be convertible into or include the option to purchase other securities or ownership interests in the entity, and secure any obligations, or the obligations of others for whom it can make guarantees, whether or not a guarantee is made, by mortgaging or pledging its property, franchises, or income;
(7) lend money, invest its funds, and receive and hold property as security for repayment;
(8) acquire its own bonds, debentures, or other evidences of indebtedness or obligations;
(9) acquire its own ownership interests, regardless of whether redeemable, and hold the ownership interests as treasury ownership interests or cancel or dispose of the ownership interests;
(10) be a promoter, organizer, owner, partner, member, associate, or manager of an organization;
(11) acquire, receive, own, hold, vote, use, pledge, and dispose of ownership interests in or securities issued by another person;
(12) conduct its business, locate its offices, and exercise the powers granted by this title to further its purposes, in or out of this state;
(13) lend money to, and otherwise assist, its managerial officials, owners, members, or employees as necessary or appropriate, provided, however, a nonprofit entity shall not have the power to lend money to its officers or directors;
(14) elect or appoint governing persons, officers, and agents of the entity, establish the length of their terms, define their duties, and fix their compensation;
(15) pay pensions and establish pension plans, pension trusts, profit sharing plans, share bonus plans, and incentive plans for managerial officials, owners, members, or employees or former managerial officials, owners, members, or employees;
(16) indemnify and maintain liability insurance for managerial officials, owners, members, employees, and agents of the entity or the entity’s affiliate;
(17) adopt and amend governing documents for managing the affairs of the entity subject to applicable law;
(18) make donations for the public welfare or for charitable, scientific, or educational purposes;
(19) voluntarily wind up its business and activities and terminate its existence;
(20) transact business or take action that will aid governmental policy;
(21) make payments or donations, or do any other act, not inconsistent with law, that furthers the business and affairs of the entity; and
(22) take other action necessary or appropriate to further the purposes of the entity.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-3.02; amended and renumbered by Act 2009-513, p. 967, §10; Act 2018-125, §1; Act 2025-281, §1.)
(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:
(1) cash;
(2) property;
(3) a contract to receive property;
(4) a debt or other obligation of the entity or of another person;
(5) services performed or a contract for services to be performed; or
(6) a direct or indirect benefit realized by the entity.
(b) In the absence of fraud in the transaction, the judgment of the governing authority of a domestic entity as to the value of the consideration received by the entity for indebtedness is conclusive.
(c) For purposes of establishing the receipt of consideration under this section, a domestic entity is treated as part of the entity creating indebtedness if the domestic entity is directly or indirectly or wholly or partly owned by that entity.
(Act 2009-513, p. 967, §11.)
(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 person’s contract, security, or other obligation.
(b) Unless otherwise provided by its governing documents or this title, a domestic entity may:
(1) make a guaranty on behalf of a parent, subsidiary, or affiliate of the entity; or
(2) make a guaranty of the indebtedness of another person if the guaranty may reasonably be expected directly or indirectly to benefit the entity.
(c) For purposes of subsection (b)(2), a decision by the governing authority of the domestic entity that a guaranty may reasonably be expected to benefit the entity is conclusive and not subject to attack by any person, except:
(1) a guaranty may not be enforced by a person who participated in a fraud on the domestic entity resulting in the making of the guaranty or by a person who had notice of that fraud at the time the person acquired rights under the guaranty;
(2) a proposed guaranty may be enjoined at the request of an owner of the domestic entity on the ground that the guaranty cannot reasonably be expected to benefit the domestic entity; or
(3) the domestic entity, whether acting directly or through a receiver, trustee, or other legal representative, or through an owner on behalf of the domestic entity, may bring suit for damages against the managerial officials, owners, or members who authorized the guaranty on the ground that the guaranty could not reasonably be expected to benefit the domestic entity.
(Act 2009-513, p. 967, §11.)
A domestic entity is not required to state in its governing documents any of the powers provided to the entity by this division.
(Act 2009-513, p. 967, §11.)
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 a limitation on the purposes or powers of the entity contained in its governing documents, this title, or other law of this state.
(Act 2009-513, p. 967, §11.)
(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 of a bond, debenture, or other evidence of indebtedness in certificated form, the seal of the entity, if the entity has adopted a seal, may be a facsimile that may be engraved or printed on the certificate.
(b) Except as otherwise provided by the governing documents of the domestic entity, this title, or other law, if a security described by subsection (a) is authenticated with the manual signature of an authorized officer of the domestic entity or an authorized officer or representative, to the extent permitted by law, of a transfer agent or trustee appointed or named by an indenture of trust or other agreement under which the security is issued, the signature of any officer of the domestic entity may be a facsimile signature.
(c) A security described by subsection (a) that contains the manual or facsimile signature of a person who is no longer an officer when the security is delivered by the entity may be adopted, issued, and delivered by the entity in the same manner and to the same extent as if the person had remained an officer of the entity.
(Act 2009-513, p. 967, §11.)
[Superseded: 2026-08-01]
AMENDED BY ACT 2026-495, EFFECTIVE AUGUST 1, 2026. SEE ACT FOR REVISED LANGUAGE.
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 transact any lawful business with the entity and, subject to other applicable law, have the same rights and obligations with respect thereto as a person who is not an owner.
(Act 2009-513, p. 967, §11.)
[Effective: 2026-08-01]
Except as otherwise provided in the governing documents or in the specific chapter that applies to that entity, an owner may lend money to and transact any lawful business with the entity and, subject to other applicable law, have the same rights and obligations with respect thereto as a person who is not an owner.
(Act 2009-513, p. 967, §11; Act 2026-495, §1.)
(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.
(b) The filing of a certificate of formation described by subsection (a) may be included in a filing under Article 8.
(c) The existence of a filing entity commences when the filing of the certificate of formation takes effect as provided by Article 4.
(d) Except in a proceeding by the state to terminate the existence of a filing entity, the filing of a certificate of formation by the filing officer is conclusive evidence of:
(1) the formation and existence of the filing entity;
(2) the satisfaction of all conditions precedent to the formation of the filing entity; and
(3) the authority of the filing entity to transact business in this state.
(Act 2009-513, p. 967, §13.)
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 applies to that entity.
(Act 2009-513, p. 967, §13.)
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 this title.
(Act 2009-513, p. 967, §13.)
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 of formation of the filing entity.
(Act 2009-513, p. 967, §13; Act 2018-125, §1.)
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 filing entity being formed;
(2) the type of filing entity being formed;
(3) for filing entities other than limited partnerships, the purpose or purposes for which the filing entity is formed, which may be stated to be or include any lawful purpose for that type of entity;
(4) the period of duration, if the entity is not formed to exist perpetually;
(5) the street address and, if different, the mailing address of the initial registered office of the filing entity and the name of the initial registered agent of the filing entity at the office;
(6) the name and address of each:
(A) organizer for the filing entity, unless the entity is formed pursuant to a statement of conversion or merger; or
(B) general partner, if the filing entity is a limited partnership;
(7) if the filing entity is formed pursuant to a conversion or merger, a statement to that effect and, if formed pursuant to a conversion, the name, mailing address of the principal office, date of formation, prior form of entity, and jurisdiction of formation of the converting entity; and
(8) any other information required by this title including, without limitation, any information required by the specific chapter of this title governing the filing entity or by Article 8 to be included in the certificate of formation for the filing entity.
(b) The certificate of formation may contain other provisions not inconsistent with law relating to the organization, ownership, governance, business, or affairs of the filing entity.
(c) Except as provided by Section 10A-1-3.04, Article 4 governs the signing and filing of a certificate of formation for a domestic entity.
(Act 2009-513, p. 967, §13; Act 2018-125, §1; Act 2019-94, §2.)
Unless provided otherwise in a chapter of this title governing an entity, the formation and existence of a domestic entity that is a converted entity in a conversion or that is to be created pursuant to a plan of merger takes effect and commences on the effectiveness of the conversion or merger, as appropriate.
(Act 2009-513, p. 967, §13; Act 2018-125, §1; Act 2019-94, §2.)
Unless provided otherwise in a chapter of this title governing an entity:
(a) The Secretary of State, upon request and payment of the requisite fee, shall furnish to any person a certificate of existence for a filing entity if the filing instruments filed with the Secretary of State show that the filing entity has been formed under the laws of this state. A certificate of existence shall reflect only the information on file with the Secretary of State. A certificate of existence must state:
(1) the filing entity’s name;
(2) that the filing entity was formed under the laws of this state and the date of formation;
(3) whether the filing entity has delivered to the Secretary of State for filing a certificate of dissolution;
(4) whether the filing entity has delivered to the Secretary of State for filing a certificate of reinstatement;
(5) the unique identifying number or other designation of the filing entity as assigned by the Secretary of State; and
(6) other facts of record in the office of the Secretary of State that are specified by the person requesting the certificate.
(b) The Secretary of State, upon request and payment of the requisite fee, shall furnish to any person a certificate of registration for a foreign entity if the filing instruments of that foreign entity filed with the Secretary of State show that the Secretary of State has filed an application for registration for authority to transact business in this state and the registration has not been revoked, withdrawn, or terminated. A certificate of registration must state:
(1) the foreign entity’s name and any alternate name adopted for use in this state;
(2) that the foreign entity is authorized to transact business in this state;
(3) that the Secretary of State has not revoked the foreign entity’s registration;
(4) that the foreign entity has not filed with the Secretary of State a certificate of withdrawal or otherwise terminated its registration;
(5) the unique identifying number or other designation of the foreign entity as assigned by the Secretary of State; and
(6) other facts of record in the office of the Secretary of State that are specified by the person requesting the certificate.
(c) Subject to any qualification stated in the certificate, a certificate of existence or certificate of registration issued by the Secretary of State is conclusive evidence that the filing entity is in existence or the foreign filing entity is authorized to transact business in this state.
(d) The Secretary of State shall not be required to issue a certificate of existence for a filing entity if the records of the Secretary of State do not show that the filing entity has been formed under the laws of this state. The Secretary of State shall furnish a certificate of existence upon the filing entity delivering to the Secretary of State a certificate of information which must list and attach certified copies of all filing instruments as to the entity which (i) were previously filed with a filing officer other than the Secretary of State, (ii) are not in the records of the Secretary of State, and (iii) prove that the filing entity was formed under the laws of this state.
(Act 2020-73, §2.)
(a) Filing instruments that (i) were required or permitted to be delivered for filing to a filing officer other than the Secretary of State prior to January 1, 2021, (ii) were delivered for filing to a filing officer other than the Secretary of State prior to January 1, 2021, (iii) were accepted by that filing officer and filed by that filing officer prior to January 1, 2021, and (iv) would, if they were delivered for filing on or after January 1, 2021, be required or permitted to be delivered to the Secretary of State for filing shall:
(1) remain in full force and effect until amended, restated, revoked, or otherwise altered by a filing instrument filed with the Secretary of State for that purpose; and
(2) not be affected as to their validity on or after January 1, 2021, solely by reason of the change of location of filings for similar filing instruments on or after January 1, 2021, to the office of the Secretary of State.
(b) A filing entity that has one or more filing instruments that are described in clauses (i) through (iv) of subsection (a) and that are not in the records of the Secretary of State, may, but is not required to, deliver to the Secretary of State for filing on or after January 1, 2021, a certificate of information. The certificate of information shall include the following information:
(1) the name of the entity;
(2) the type of entity;
(3) the date of formation of the entity;
(4) the unique identifying number or other designation assigned by the Secretary of State, if any;
(5) a list of all of the filing instruments known to the entity that are described in clauses (i) through (iv) of subsection (a) that are not in the records of the Secretary of State, which list must include the title of each filing instrument, the date of the filing of each filing instrument, and the filing officer with whom each filing instrument was delivered for filing;
(6) an attached certified copy of the certificate of formation then in effect if not in the records of the Secretary of State; and
(7) an attached certified copy of any other filing instruments of that entity then in effect that are not in the records of the Secretary of State that the entity determines to have in the records of the Secretary of State.
(Act 2020-73, §2; Act 2025-281, §1.)
(a) A filing entity may amend its certificate of formation.
(b) An amended certificate of formation may contain only provisions that:
(1) would be permitted at the time of the amendment if the amended certificate of formation were a newly filed original certificate of formation; or
(2) effect a change, exchange, reclassification, or cancellation in the membership or ownership interests or the rights of owners or members of the filing entity.
(Acts 1984, No. 84-290, p. 502, §36; §10-3A-80; amended and renumbered by Act 2009-513, p. 967, §15.)
(a) The procedure to adopt an amendment to the certificate of formation is as provided by the chapter of this title which applies to the entity, provided that unless the governing documents of the entity or the chapter of this title which applies to the entity provide otherwise, the governing authorities of the entity shall have the power, without owner or member action, to adopt one or more amendments to the entity’s certificate of formation:
(1) to delete the name and address of organizers or persons listed in the original certificate of formation as initial governing persons, other than the name and address of each general partner of a limited partnership;
(2) to delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the Secretary of State;
(3) to change the entity name by adding, deleting, or changing a geographical attribution in the name, or by substituting:
a. in the case of a corporation, the word “corporation” or “incorporated” or an abbreviation of one of the words for a similar word or abbreviation;
b. in the case of a professional corporation, the words “professional corporation” for the abbreviation thereof, or the abbreviation for the words;
c. in the case of a professional association in existence on December 31, 1983, the words “professional association” for the abbreviation thereof, or the abbreviation for the words;
d. in the case of a limited partnership, the word “limited” or “limited partnership” or an abbreviation of one of the words for a similar word or abbreviation;
e. in the case of a limited liability company, the words “limited liability company” for the abbreviation thereof, or the abbreviation for the words; or
(4) to make any other change to the certificate of formation expressly permitted by this title to be made without owner or member action.
(b) A filing entity that amends its certificate of formation shall sign and file, in the manner required by Article 4, a certificate of amendment complying with Section 10A-1-3.13 or a restated certificate of formation complying with Section 10A-1-3.17.
(Act 2009-513, p. 967, §16.)
A certificate of amendment for a filing entity must state:
(1) the name of the filing entity;
(2) the type of the filing entity;
(3) the date of filing of the certificate of formation, and of all prior amendments and the filing office or offices where filed;
(4) for each provision of the certificate of formation that is added, altered, or deleted, an identification by reference or description of the added, altered, or deleted provision and, if the provision is added or altered, a statement of the text of the amended or added provision;
(5) that the amendment or amendments have been approved in the manner required by this title and the governing documents of the entity; and
(6) all other information required by the provisions of this title applicable to the filing entity to be in the certificate of amendment.
(Act 2009-513, p. 967, §16.)
(a) An amendment to a certificate of formation takes effect when the filing of the certificate of amendment takes effect as provided by Article 4.
(b) An amendment to a certificate of formation does not affect:
(1) an existing cause of action in favor of or against the entity for which the certificate of amendment is sought;
(2) a pending suit to which the entity is a party; or
(3) an existing right of a person other than an existing owner.
(c) If the name of an entity is changed by amendment, an action brought by or against the entity in the former name of the entity does not abate because of the name change.
(Act 2009-513, p. 967, §16.)
(a) A filing entity may restate its certificate of formation.
(b) An amendment effected by a restated certificate of formation must comply with Section 10A-1-3.11(b).
(Act 2009-513, p. 967, §16.)
(a) The procedure to adopt a restated certificate of formation is governed by the chapter of this title which applies to the entity.
(b) A filing entity that restates its certificate of formation shall sign and file, in the manner required by Article 4, a restated certificate of formation and accompanying statements complying with Section 10A-1-3.17.
(Act 2009-513, p. 967, §16.)
(a) A restated certificate of formation must accurately state the text of the previous certificate of formation, regardless of whether the certificate of formation is an original, corrected, or restated certificate, and include:
(1) each previous amendment to the certificate being restated that is carried forward; and
(2) each new amendment to the certificate being restated.
(b) A restated certificate of formation may omit:
(1) the name and address of each organizer other than the name and address of each general partner of a limited partnership; and
(2) any other information that may be omitted under the provisions of this title applicable to the filing entity.
(c) A restated certificate of formation that does not make new amendments requiring owner approval to the certificate of formation being restated must be accompanied by:
(1) a statement that (i) the restated certificate of formation accurately states the text of the certificate of formation being restated, as amended, restated, and corrected, except for information omitted under subsection (b), (ii) the restated certificate does not make new amendments requiring owner approval, and (iii) the governing persons have adopted the restatement in the manner required by this title and the governing documents of the entity; and
(2) any other information required by other provisions of this title applicable to the filing entity.
(d) A restated certificate of formation that makes new amendments requiring owner approval to the certificate of formation being restated must:
(1) be accompanied by a statement that each new amendment has been made in accordance with this title;
(2) identify by reference or description each added, altered, or deleted provision;
(3) be accompanied by a statement that each amendment has been approved in the manner required by this title and the governing documents of the entity, including any information required by this article to be set forth in an amendment to the certificate of formation as to the owner approval of the amendment;
(4) be accompanied by a statement that the restated certificate of formation:
(A) accurately states the text of the certificate of formation being restated and each amendment to the certificate of formation being restated that is in effect, as further amended by the restated certificate of formation; and
(B) does not contain any other change in the certificate of formation being restated except for information omitted under subsection (b); and
(5) include any other information required by the chapter of this title applicable to the entity.
(Act 2009-513, p. 967, §16; Act 2018-125, §1.)
(a) A restated certificate of formation takes effect when the filing of the restated certificate of formation takes effect as provided by Article 4.
(b) On the date the restated certificate of formation takes effect, the original certificate of formation and each prior amendment or restatement of the certificate of formation is superseded and the restated certificate of formation is the effective certificate of formation.
(c) Section 10A-1-3.14(b) and (c) apply to an amendment effected by a restated certificate of formation.
(Act 2009-513, p. 967, §16.)
(a) In discharging a duty or exercising a power, a governing person, including a governing person who is a member of a committee, in good faith and with ordinary care, may rely on information, opinions, reports, or statements, including financial statements and other financial data, concerning a domestic entity or another person and prepared or presented by:
(1) an officer or employee of the entity;
(2) legal counsel;
(3) a public accountant or certified public accountant;
(4) an investment banker;
(5) a person who the governing person reasonably believes possesses professional expertise in the matter; or
(6) a committee of the governing authority of which the governing person is not a member.
(b) A governing person may not in good faith rely on the information described by subsection (a) if the governing person has knowledge of a matter that makes the reliance unwarranted.
(c) A governing person held liable on a claim is entitled to contribution from each of the other governing persons held liable on the same claim, as appropriate to achieve equity.
(Act 2009-513, p. 967, §18.)
(a) Officers of a domestic entity may be elected or appointed in accordance with the governing documents of the entity or by the governing authority of the entity unless prohibited by the governing documents.
(b) An officer of an entity shall perform the duties in the management of the entity and has the authority as provided by the governing documents of the entity or by the governing authority that elects or appoints the officer.
(c) A person may simultaneously hold any two or more offices of an entity unless prohibited by this title or the governing documents of the entity.
(Act 2009-513, p. 967, §18.)
(a) Unless otherwise provided by the governing documents of a domestic entity, an officer may be removed for or without cause by the governing authority or as provided by the governing documents of the entity. The removal of an officer does not prejudice any contract rights of the person removed.
(b) Election or appointment of an officer does not by itself create contract rights.
(Act 2009-513, p. 967, §18.)
(a) In discharging a duty or exercising a power, an officer of a domestic entity, in good faith and ordinary care, may rely on information, opinions, reports, or statements, including financial statements and other financial data, concerning the entity or another person and prepared or presented by:
(1) another officer or an employee of the entity;
(2) legal counsel;
(3) a public accountant or certified public accountant;
(4) an investment banker; or
(5) a person who the officer reasonably believes possesses professional expertise in the matter.
(b) An officer may not in good faith rely on the information described by subsection (a) if the officer has knowledge of a matter that makes the reliance unwarranted.
(Act 2009-513, p. 967, §18.)
Each domestic entity covered shall keep the records as required by its governing documents or the chapter of this title applicable to the entity.
(Act 2009-513, p. 967, §20.)
[Superseded: 2026-08-01]
AMENDED BY ACT 2026-495, EFFECTIVE AUGUST 1, 2026. SEE ACT FOR REVISED LANGUAGE.
(a) This section applies to domestic entities other than (i) corporations formed pursuant to or governed by Chapter 2A or Chapter 4, and real estate investment trusts formed pursuant to or governed by Chapter 10, each of which is governed by the separate recordkeeping requirements and record inspections provisions of Chapter 2A and (ii) nonprofit corporations formed pursuant to or governed by Chapter 3A, limited liability companies formed pursuant to or governed by Chapter 5A, general partnerships formed pursuant to or governed by Chapter 8A, and limited partnerships formed pursuant to or governed by Chapter 9A, each of which are governed by the separate recordkeeping requirements and record inspection provisions set forth in each entity’s respective chapter governing that entity.
(b) With respect to a domestic entity covered by this section, the books and records maintained under the chapter of this title applicable to that entity and any other books and records of that entity, wherever situated, are subject to inspection and copying at the reasonable request, and at the expense of, any owner or member or the owner’s or member’s agent or attorney during regular business hours. The right of access extends to the legal representative of a deceased owner or member or owner or member under legal disability. The entity shall also provide former owners and members with access to its books and records pertaining to the period during which they were owners or members.
(c) The governing documents of a domestic entity may not unreasonably restrict an owner’s or member’s right to information or access to books and records.
(d) Any agent or governing person of a domestic entity who, without reasonable cause, refuses to allow any owner or member or the owner’s or member’s agent or legal counsel to inspect any books or records of that entity shall be personally liable to the agent or member for a penalty in an amount not to exceed 10 percent of the fair market value of the ownership interest of the owner or member, in addition to any other damages or remedy.
(Act 2009-513, p. 967, §20; Act 2018-125, §1; Act 2019-94, §2; Act 2020-73, §3; Act 2023-503, §2; Act 2024-413, §1.)
[Effective: 2026-08-01]
(a) This section applies to domestic entities other than (i) corporations formed pursuant to or governed by Chapter 2A or Chapter 4, and real estate investment trusts formed pursuant to or governed by Chapter 10, each of which is governed by the separate recordkeeping requirements and record inspections provisions of Chapter 2A and (ii) nonprofit corporations formed pursuant to or governed by Chapter 3A, limited liability companies formed pursuant to or governed by Chapter 5A, general partnerships formed pursuant to or governed by Chapter 8A, limited partnerships formed pursuant to or governed by Chapter 9A, and a statewide trade association formed pursuant to or governed by Chapter 18, each of which is governed by the separate recordkeeping requirements and record inspection provisions set forth in each entity’s respective chapter governing that entity.
(b) With respect to a domestic entity covered by this section, the books and records maintained under the chapter of this title applicable to that entity and any other books and records of that entity, wherever situated, are subject to inspection and copying at the reasonable request, and at the expense of, any owner or member or the owner’s or member’s agent or attorney during regular business hours at a reasonable location specified by the entity if the owner or member meets the requirements of subsection (c) and gives the entity a signed written notice of the owner’s or member’s demand at least 10 business days before the date on which the owner or member wishes to inspect and copy. If an owner or member shall designate an agent or attorney to inspect and copy the records, the demand shall be accompanied by a power of attorney or other writing which authorizes the agent or attorney to so act on behalf of that person.
(c)(1) An owner or member of a domestic entity covered by this section may inspect and copy the records described in subsection (b) only if:
(i) the owner or member has delivered to the entity a signed written notice of the owner’s or member’s demand at least 10 business days before the date on which the owner or member wishes to inspect and copy;
(ii) the owner’s or member’s demand is made in good faith and for a proper purpose;
(iii) the owner’s or member’s demand describes with reasonable particularity the owner’s or member’s purpose and the records the owner or member desires to inspect; and
(iv) the records are directly related to the owner’s or member’s purpose.
(2) For purposes of this subsection (c), a proper purpose shall mean a purpose directly related to the owner’s or member’s interest as an owner or member; provided, however, that a demand shall not be for a proper purpose if the entity reasonably determines that the demand is in connection with:
(i) an active or pending derivative proceeding in the right of the entity that is or is expected to be instituted or maintained by the owner or member or the owner’s or member’s affiliate; or
(ii) an active or pending civil lawsuit to which the entity, or its affiliate, and the owner or member, or the owner’s or member’s affiliate, are, or are expected to be, adversarial named parties.
(d) The entity may redact portions of the records to be inspected and copied under subsection (b) to the extent the portions so redacted are not directly related to the owner’s or member’s purpose. The entity may also impose reasonable restrictions and conditions on access to and use of the records to be inspected and copied under subsection (b), including designating information confidential and imposing nondisclosure and safeguarding, and may further keep confidential from its owners or members and other persons, for a period of time as the entity deems reasonable, any information that the entity reasonably believes to be in the nature of a trade secret or other information, the disclosure of which the entity in good faith believes is not in the best interest of the entity or could damage the entity or its business or affairs, or that the entity is required by law or by agreement with a third party to keep confidential. In any dispute concerning the reasonableness of a restriction under this subsection, the entity has the burden of proving reasonableness.
(e) The rights of an owner or member to inspect and copy the records described in subsection (b) may be denied by the entity if the entity determines that the demanding owner or member has within two years preceding his, her, or its demand improperly used any information secured through any prior examination of the records of the entity.
(f) Except as set forth in this section, the governing documents of a domestic entity may not unreasonably restrict an owner’s or member’s right to information or access to books and records.
(g) If an entity does not within a reasonable time allow an owner or member who complies with the requirements of this section to inspect and copy the records demanded by the owner or member, then the demanding owner or member may apply to the designated court, and if none, the circuit court for the county in which the entity’s principal office is located in this state, and if none in this state, the circuit court for the county in which the entity’s most recent registered office is located, for an order to permit inspection and copying of the records demanded. The court shall dispose of an application under this subsection on an expedited basis. If the court orders inspection and copying of the records demanded under this section, the court may impose reasonable restrictions on their confidentiality, use, or distribution by the demanding owner or member, and the court shall also order the entity to pay the owner’s or member’s expenses incurred to obtain the order unless the entity establishes that the entity refused inspection in good faith because the entity had:
(1) a reasonable basis for doubt about the right of the owner or member to inspect the records demanded; or
(2) required reasonable restrictions on the confidentiality, use, or distribution of the records demanded to which the demanding owner or member had been unwilling to agree. If the entity has declined to deliver or make available the records because the owner or member had been unwilling to agree to restrictions proposed by the entity on the confidentiality, use, or distribution of the records, the entity shall have the burden of demonstrating that the restrictions proposed by the entity were reasonable.
(h) The rights and obligations of an owner or member of an entity provided in this section shall apply to (1) the personal representative or other legal representative of the estate of a deceased owner or member, (2) the legal representative of an owner or member under legal disability, and (3) a former owner or member, but only for books and records pertaining to the period during which the former owner or member was an owner or member of the entity.
(Act 2009-513, p. 967, §20; Act 2018-125, §1; Act 2019-94, §2; Act 2020-73, §3; Act 2023-503, §2; Act 2024-413, §1; Act 2026-495, §1.)
(a) An entity described in subsection (e) shall provide governing persons and their agents and attorneys access to its books and records, including the books and records required to be maintained under the chapter of this title applicable to the entity and other books and records of the entity for any purpose reasonably related to the governing person’s service as a governing person. The right of access shall include the right to inspect and copy books and records during ordinary business hours. An entity may impose a reasonable charge covering the costs of labor and material for copies of documents furnished.
(b) An entity described in subsection (e) shall furnish to a governing person both of the following:
(1) Without demand, any information concerning the entity’s business and affairs reasonably required for the proper exercise of the governing person’s rights and duties under the entity’s governing documents or this title.
(2) On demand, any other information concerning the entity’s business and affairs, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances.
(c) A court may require an entity described in subsection (e) to open the books and records of the entity, including the books and records required to be maintained by the entity under the chapter of this title applicable to the entity, to permit a governing person to inspect, make copies of, or take extracts from the books and records or may require an entity to furnish the governing person with information concerning the entity’s business and affairs on a showing by the governing person of all of the following:
(1) The person is a governing person of the entity.
(2) The person’s purpose for inspecting the entity’s books and records under subsection (a) or in obtaining information as to the entity’s business and affairs under subdivision (b)(1) is reasonably related to the person’s service as a governing person or, in the case of information as to the entity’s business and affairs demanded under subdivision (b)(2), that neither the demand nor the information demanded is unreasonable or otherwise improper under the circumstances.
(3) In the case of information as to the entity’s business and affairs described in subdivision (b)(2), the person has made demand for the information.
(4) The entity refused the person’s access to the books and records or to furnish information as to the entity’s business and affairs.
(d) A court may award a governing person of an entity described in subsection (e) attorney fees and any other proper relief in a suit under subsection (c) to require an entity to open its books and records.
(e) This section shall apply to domestic entities covered by Section 10A-1-3.32 and domestic entities formed pursuant to or governed by Chapter 10.
(Act 2009-513, p. 967, §20; Act 2018-125, §1; Act 2019-304, §1; Act 2020-73, §3.)
(a) Ownership interests in a domestic entity may be certificated or uncertificated.
(b) The ownership interests in a business corporation, real estate investment trust, or professional corporation must be certificated unless the governing documents of the entity or a resolution adopted by the governing authority of the entity states that the ownership interests are uncertificated. If a domestic entity changes the form of its ownership interests from certificated to uncertificated, a certificated ownership interest subject to the change becomes an uncertificated ownership interest only after the certificate is surrendered to the domestic entity.
(c) Ownership interests in a domestic entity, other than a domestic entity described in subsection (b), are uncertificated unless this title or the governing documents of the domestic entity state that the interests are certificated.
(d) Unless an entity’s chapter specifically provides otherwise, no certificate of a certificated ownership interest shall be issued in bearer form.
(Act 2009-513, p. 967, §22; Act 2018-125, §1.)
(a) A certificated ownership interest in a domestic entity may contain an impression of the seal of the entity, if any. A facsimile of the entity’s seal may be printed or lithographed on the certificate.
(b) If a domestic entity is authorized to issue ownership interests of more than one class or series, each certificate representing ownership interests that is issued by the entity must conspicuously state on the front or back of the certificate:
(1) the designations, preferences, limitations, and relative rights of the ownership interests of each class or series to the extent they have been determined and the authority of the governing authority to make those determinations as to subsequent classes or series; or
(2) that the information required by subsection (1) is stated in the domestic entity’s governing documents and that the domestic entity, on written request to the entity’s principal office or registered office, will provide a free copy of that information to the record holder of the certificate.
(c) A certificate representing ownership interests must state on the front of the certificate:
(1) that the domestic entity is organized under the laws of this state;
(2) the name of the person to whom the certificate is issued;
(3) the number and class of ownership interests and the designation of the series, if any, represented by the certificate; and
(4) if the ownership interests are shares, the par value of each share represented by the certificate, or a statement that the shares are without par value.
(d) A certificate representing ownership interests that is subject to a restriction, placed by or agreed to by the domestic entity pursuant to this title on the transfer or registration of the transfer of the ownership interests must conspicuously note the existence of the restriction on the front or back of the certificate. Even if not so noted, a restriction is enforceable against a person with actual knowledge of the restriction.
(e) Abbreviations may be used in the inscribing of certificates representing ownership interests. Without limiting the use of other abbreviations, however, the following or substantially similar abbreviations may be used in the inscribing of such certificates, and shall be construed as though they were written out in full and shall be accorded the meaning ascribed herein.
(Act 2009-513, p. 967, §22; Act 2018-125, §1; Act 2019-94, §2; Act 2020-73, §3.)
(a) The managerial official or officials of a domestic entity authorized by the governing documents of the entity to sign certificated ownership interests of the entity must sign any certificate representing an ownership interest in the entity.
(b) A certificated ownership interest that contains the manual or facsimile signature of a person who is no longer a managerial official of a domestic entity when the certificate is issued may be issued by the entity in the same manner and with the same effect as if the person had remained a managerial official.
(Act 2009-513, p. 967, §22.)
A domestic entity shall deliver to the owner thereof a certificate representing a certificated ownership interest to which the owner is entitled.
(Act 2009-513, p. 967, §22.)
(a) Except as otherwise provided in subsection (c) and in accordance with Article 8 of Title 7, after issuing or transferring an uncertificated ownership interest, a domestic entity shall notify the owner of the ownership interest in writing of any information required under this division to be stated on a certificate representing the ownership interest.
(b) Except as otherwise expressly provided by law, the rights and obligations of the owner of an uncertificated ownership interest are the same as the rights and obligations of the owner of a certificated ownership interest of the same class and series.
(c) A domestic entity is not required to send a notice under subsection (a) if:
(1) the required information is included in the governing documents of the entity; and
(2) the owner of the uncertificated ownership interest is provided with a copy of the governing documents.
(Act 2009-513, p. 967, §22.)
(a) A filing instrument must:
(1) be typewritten, printed, or electronically transmitted. If a filing instrument is electronically transmitted, the filing instrument shall be in a format that can be retrieved or reproduced in typewritten or printed form.
(2) be in the English language. A name may be in a language other than English if written in English letters or Arabic or Roman numerals. A filing instrument not in English shall be accompanied by an English translation reasonably authenticated to the satisfaction of the filing officer. If a filing instrument is not in English but is accompanied by an English translation authenticated to the satisfaction of the filing officer, then the filing instrument and the English translation shall collectively be considered one filing instrument, however, for all purposes of the laws of this state, the English translation shall govern.
(3) be signed by the person or persons required by this title or the applicable chapter to execute, and to verify, if required by the applicable chapter, the filing instrument; and
(4) if delivered to the Secretary of State for filing, state the unique identifying number or other designation as assigned by the Secretary of State to the entity or entities referenced in the filing instrument if a unique identifying number or other designation has been assigned; and
(5) be delivered to the filing officer for filing. Delivery may be made in person, by mail, by courier, or if delivered to the Secretary of State, by electronic transmission, and if delivered to a filing officer other than the Secretary of State, by electronic transmission if permitted by that filing officer. If the filing instrument is filed in typewritten or printed form and not transmitted electronically, the filing officer may require up to two exact or conformed copies be delivered with the filing instrument.
(b) A filing instrument must comply with all provisions of this title.
(c) A filing instrument that provides for the name of an entity, the change of the name of an entity, the reinstatement of an entity, or otherwise affects the name of an entity, must comply with Article 5 of this chapter.
(d) A person authorized by this title to sign a filing instrument for an entity is not required to show evidence of the person’s authority as a requirement for filing.
(e) The execution of a filing instrument constitutes an affirmation by each person executing the instrument that the facts therein are true, under penalties for perjury prescribed by Section 13A-10-103 or its successor.
(f) If a person required by this title to sign a writing or deliver a writing to a filing officer for filing under this title does not do so, any other person that is aggrieved by that failure may petition the designated court, and if none, the circuit court for the county in which the entity’s principal office is located in this state, and if none in this state, the circuit court for the county in which the entity’s most recent registered office is located, to order:
(1) the person to sign the writing;
(2) the person to deliver the writing to the filing officer for filing; or
(3) the filing officer to file the writing unsigned.
(g) If a petitioner under subsection (f) is not the entity to whom the writing pertains, the petitioner shall make the entity a party to the action. A person aggrieved under subsection (f) may seek the remedies provided in subsection (f) in a separate action against the person required to sign or deliver the writing, or as a part of any other action concerning the entity in which the person required to sign or deliver the writing, is made a party.
(h) A writing filed unsigned pursuant to subsection (f) is effective without being signed.
(i) A court may award reasonable expenses, including reasonable attorneys’ fees, to the party or parties who prevail, in whole or in part, with respect to any claim made under subsection (f).
(Act 2009-513, p. 967, §24; Act 2018-125, §1; Act 2019-94, §2; Act 2020-73, §3.)
(a) A filing instrument required or allowed by this title to be delivered to the Secretary of State for filing shall be delivered to the Secretary of State for filing.
(b) A filing instrument required or permitted by this title to be delivered to the judge of probate for filing shall be delivered to the judge of probate for filing.
(c) If a provision of this title does not specify which filing officer a filing instrument is to be delivered to for filing, that filing instrument shall be delivered to the Secretary of State for filing.
(d) If the filing officer finds that a filing instrument delivered to the filing officer for filing substantially conforms to the provisions of this title that apply to that filing instrument and that all required fees have been paid, the filing officer shall file it immediately upon delivery by:
(1) recording that filing instrument as filed, together with the name and official title of the filing officer and the date and time of receipt on the instrument and all copies required hereunder and on the receipt for the filing fee;
(2) accepting that filing instrument into the filing system adopted by the filing officer and assigning the instrument a date and time of filing; and
(3) delivering a copy of that filing instrument, indicating the date and time of the filing on the copy along with the filing fee receipt to the entity or its representative.
(e) The filing fee to be collected by the filing officer shall be paid or provision for payment shall be made in a manner permitted by the filing officer. The filing officer may accept payment of the correct amount due by check, credit card, charge card, or similar method. If the amount due is tendered by any method other than cash, the liability shall not be finally discharged until the filing officer receives final irrevocable full payment of immediately available funds. If after five consecutive calendar days prior notice by the filing officer to the entity or person who delivered a filing instrument for filing for which the filing fee was not received in final irrevocable full payment of immediately available funds, then the filing officer may declare the filing instrument to be null and void and of no legal effect as if it had never been filed and may remove the filing instrument from the records of the filing officer.
(f) If the filing officer refuses to file a filing instrument, the filing officer shall return it to the entity or its representative within five consecutive calendar days after the filing instrument was delivered to the filing officer for filing, together with a brief, written explanation of the reason for the refusal.
(g) Delivery by a filing officer of an acknowledgement of filing, receipt for the filing fee, an explanation for the reason a filing instrument was not filed, notice that a filing fee was not made in final irrevocable full payment of immediately available funds, or other communication as to a filing instrument delivered for filing to that filing officer may be accomplished by mail, courier, or electronic transmission.
(h) The duty of the filing officer to file filing instruments pursuant to this title is ministerial. Filing or refusing to file a filing instrument by the filing officer does not:
(1) affect the validity or invalidity of the filing instrument in whole or in part;
(2) relate to the correctness or incorrectness of information contained in the filing instrument; or
(3) create a presumption that the filing instrument is valid or invalid or that information contained in the filing instrument is correct or incorrect.
(i) The Secretary of State shall assign a unique identifying number to each domestic entity and each foreign filing entity for which the Secretary of State has filed or files a filing instrument and shall keep:
(1) an alphabetical list of those domestic entities and foreign filing entities;
(2) with respect to those domestic entities and foreign filing entities, all filing instruments and any other document required or permitted to be delivered to the Secretary of State for filing pursuant to this title; and
(3) the data contained in those filing instruments.
(j) The Secretary of State shall establish and maintain an automated electronic system that enables:
(i) the delivery, acceptance, and filing by electronic transmission of all filing instruments authorized or required by this title to be delivered to the Secretary of State for filing;
(ii) all filing instruments to be in a form that complies with this title but does not require the filing instruments to be in a form adopted by or otherwise required by the Secretary of State;
(iii) the delivery, acceptance, and filing of filing instruments by electronic transmission to occur 24 hours a day, seven days a week, each day of the year, including holidays and weekends; and
(iv) each person delivering a filing instrument by means of electronic transmission to the Secretary of State for filing to receive from the Secretary of State immediate confirmation that the filing instrument has been delivered to, and accepted and filed by, the Secretary of State with that confirmation to include the information required in subsections (d)(1), (d)(2), and (d)(3), associated with that filing instrument, clearly set forth on a digital copy of that filing instrument.
(k) If a filing instrument which is authorized or required to be delivered to the Secretary of State for filing by this title is delivered to the Secretary of State by means other than electronic transmission, and that filing instrument complies with the requirements of this title, then the Secretary of State shall:
(i) file that filing instrument as of the date and time of the receipt of that filing instrument;
(ii) confirm that the filing instrument has been delivered to, and accepted and filed by, the Secretary of State with that confirmation to include the information required in subsections (d)(1), (d)(2), and (d)(3), associated with that filing instrument, clearly set forth on a copy of that filing instrument; and
(iii) either (A) place that confirmation and that copy of the filing instrument in the United States mail, postage prepaid, and properly addressed to the person who delivered that filing instrument to the Secretary of State, not later than the next business day or (B) transmit that confirmation and that copy of the filing instrument by electronic transmission to the person who delivered that filing instrument to the Secretary of State, not later than the next business day.
(l) Subject to subsection (e), a filing officer who has filed a filing instrument shall maintain that filing instrument in perpetuity.
(Acts 1994, No. 94-245, p. 343, §1; Act 2000-705, p. 1442, §3; §10-2B-1.25; amended and renumbered by Act 2009-513, p. 967, §25; Act 2014-293, p. 1052, §1; Act 2018-125, §1; Act 2019-94, §2; Act 2020-73, §3; Act 2021-299, §1.)
Unless this title prescribes a specific period for filing, an entity shall promptly file each filing instrument that this title requires the entity to file.
(Act 2009-513, p. 967, §26.)
(a) A court, public office, or official body shall accept a certificate issued as provided by this title by the filing officer or a copy of a filing instrument accepted by the filing officer for filing as provided by this title that is certified by the filing officer as prima facie evidence of the facts stated in the certificate or instrument.
(b) A court, public office, or official body may record a certificate or certified copy described by subsection (a).
(c) A court, public office, or official body shall accept a certificate issued under an official seal by the filing officer as to the existence or nonexistence of facts that relate to an entity that would not appear from a certified copy of a filing instrument as prima facie evidence of the existence or nonexistence of the facts stated in the certificate.
(Act 2009-513, p. 967, §26; Act 2019-94, §2.)
(a) The Secretary of State may adopt forms for a filing instrument or a report authorized or required by this title to be filed with the Secretary of State.
(b) A person is not required to use a form adopted by the Secretary of State.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-1.21; amended and renumbered by Act 2009-513, p. 967, §27; Act 2020-73, §3.)
Each filing officer shall have the powers reasonably necessary to perform the duties required of him or her by this title.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-1.30; amended and renumbered by Act 2009-513, p. 967, §27; Act 2019-94, §2.)
(a) Any communication from a filing officer to an entity may be accomplished by electronic transmission or by mail or courier to that entity’s principal office address.
(b) If any law prohibits the disclosure by a filing officer of information contained in a filing instrument delivered for filing, the filing officer shall file the filing instrument if it otherwise complies with the applicable law, but the filing officer may redact such information so that it is not available to the public.
(Act 2020-73, §4.)
A filing instrument submitted to the filing officer takes effect on the date and time of the actual receipt by the filing officer, except as permitted by Section 10A-1-4.12 or as provided by the provisions of this title which apply to the entity making the filing or other law.
(Act 2009-513, p. 967, §29; Act 2019-94, §2; Act 2020-73, §5.)
(a) Except as otherwise provided by Section 10A-1-4.14, a filing instrument may take effect at a specified date and time after the time the instrument would otherwise take effect as provided by this title for the entity filing the instrument.
(b) If a filing instrument is to take effect on a specific date and time other than that provided by this title:
(1) the date may not be later than the 90th day after the date the instrument is delivered to the filing officer for filing;
(2) the specific time at which the instrument is to take effect may not be specified as “12:00 a.m.” or “12:00 p.m.”; and
(3) if a delayed effective date is specified, but no time is specified, at 12:01 a.m. on the date specified, which may not be more than 90 days after the date the instrument is delivered to the filing officer for filing.
(c) If a filing instrument does not specify the time zone or the place at which a date or time, or both, is to be determined, the date or time, or both, at which it becomes effective shall be those prevailing at the place of filing in this state.
(Act 2009-513, p. 967, §29; Act 2018-125, §1; Act 2020-73, §5.)
(a) The parties to a filing instrument may abandon the filing instrument if the instrument has not taken effect.
(b) To abandon a filing instrument the parties to the instrument must file with the filing officer a certificate of abandonment.
(c) A certificate of abandonment must:
(1) be signed on behalf of each entity that is a party to the action or transaction by the person authorized by this title to act on behalf of the entity;
(2) state the nature of the filing instrument to be abandoned, the date of the instrument, and the parties to the instrument; and
(3) state that the filing instrument has been abandoned in accordance with the agreement of the parties.
(d) On the filing of the certificate of abandonment, the action or transaction evidenced by the original filing instrument is abandoned and may not take effect.
(e) If in the interim before a certificate of abandonment is filed, the name of an entity that is a party to the action or transaction becomes indistinguishable on the records of the Secretary of State from the name of another entity already on file or reserved or registered pursuant to this title, the filing officer may not file the certificate of abandonment unless the entity by or for whom the certificate is filed changes its name in the manner provided by this title for that entity.
(Act 2009-513, p. 967, §29; Act 2019-94, §2.)
[Superseded: 2026-08-01]
AMENDED BY ACT 2026-495, EFFECTIVE AUGUST 1, 2026. SEE ACT FOR REVISED LANGUAGE.)
The effect of the following filing instruments may not be delayed:
(1) a reservation of name as provided by Division B of Article 5;
(2) a registration of name as provided by Division C of Article 5; or
(3) a certificate of abandonment as provided by Section 10A-1-4.13.
(Act 2009-513, p. 967, §29.)
[Effective: 2026-08-01]
The effect of the following filing instruments may not be delayed:
(1) a reservation of name as provided by Division B of Article 5;
(2) a registration of name as provided by Division C of Article 5;
(3) a certificate of abandonment as provided by Section 10A-1-4.13;
(4) a certificate of correction as provided by Division C of this Article 4; or
(5) a certificate of nullification as provided by Division C of this Article 4.
(Act 2009-513, p. 967, §29; Act 2026-495, §1.)
An acknowledgment of filing issued or other action taken by the filing officer affirming the filing of a filing instrument that has a specific delayed effective date must state the date and time at which the instrument takes effect.
(Act 2009-513, p. 967, §29; Act 2019-94, §2.)
[Superseded: 2026-08-01]
AMENDED BY ACT 2026-495, EFFECTIVE AUGUST 1, 2026. SEE ACT FOR REVISED LANGUAGE.
(a) A filing instrument that has been filed with a filing officer that is an inaccurate record of the event or transaction evidenced in the instrument, that contains an inaccurate or erroneous statement, or that was defectively or erroneously signed, sealed, acknowledged, or verified may be corrected by filing a certificate of correction.
(b) A certificate of correction must be signed by the person authorized by this title to act on behalf of the entity.
(Act 2009-513, p. 967, §31; Act 2019-94, §2; Act 2020-73, §5.)
[Effective: 2026-08-01]
(a) Whenever any filing instrument authorized to be delivered to a filing officer for filing under any provision of this title has been filed by the filing officer, and contains an inaccurate or erroneous statement, or was defectively or erroneously signed, sealed, acknowledged, or verified, the filing instrument may be corrected or nullified by delivering a certificate of correction or a certificate of nullification of the instrument, as the case may be, to the appropriate filing officer for filing. If the filing instrument is to be corrected, the certificate of correction shall specify the inaccuracy or defect to be corrected and shall set forth the portion of the filing instrument in corrected form. If the filing instrument is to be nullified, the certificate of nullification shall specify the inaccuracy or defect with respect to the filing instrument and shall provide for the nullification of the filing instrument.
(b) A certificate of correction and a certificate of nullification must be signed by the person authorized by this title to act on behalf of the entity.
(Act 2009-513, p. 967, §31; Act 2019-94, §2; Act 2020-73, §5; Act 2026-495, §1.)
A filing instrument may be corrected to contain only those statements that this title authorizes or requires to be included in the original instrument. A certificate of correction may not alter, add, or delete a statement that by its alteration, addition, or deletion would have caused the Secretary of State to determine the filing instrument did not conform to this title at the time of filing.
(Act 2009-513, p. 967, §31.)
[Superseded: 2026-08-01]
AMENDED BY ACT 2026-495, EFFECTIVE AUGUST 1, 2026. SEE ACT FOR REVISED LANGUAGE.
The certificate of correction must:
(1) state the name of the entity;
(2) identify the filing instrument to be corrected by description and date of filing with the filing officer;
(3) identify the inaccuracy, error, or defect to be corrected; and
(4) state in corrected form the portion of the filing instrument to be corrected.
(Act 2009-513, p. 967, §31; Act 2019-94, §2.)
[Effective: 2026-08-01]
(a) The certificate of correction must:
(1) state the name of the entity and the unique identifying number or other designation as assigned by the Secretary of State, if any;
(2) identify the filing instrument to be corrected by (i) description; and (ii) date of filing by the filing officer;
(3) identify the inaccuracy, error, or defect to be corrected; and
(4) state in corrected form the portion of the filing instrument to be corrected.
(b) The certificate of nullification must:
(1) state the name of the entity and the unique identifying number or other designation as assigned by the Secretary of State, if any;
(2) identify the filing instrument to be nullified by (i) description; and (ii) date of filing by the filing officer;
(3) identify the inaccuracy, error, or defect; and
(4) state that the filing instrument is to be nullified.
(Act 2009-513, p. 967, §31; Act 2019-94, §2; Act 2026-495, §1.)
[Superseded: 2026-08-01]
AMENDED BY ACT 2026-495, EFFECTIVE AUGUST 1, 2026. SEE ACT FOR REVISED LANGUAGE.
The certificate of correction shall be filed with and acted on by the filing officer as provided in Section 10A-1-4.02.
(Act 2009-513, p. 967, §31; Act 2019-94, §2.)
[Effective: 2026-08-01]
The certificate of correction and the certificate of nullification shall be delivered to the filing officer for filing as provided in Section 10A-1-4.02.
(Act 2009-513, p. 967, §31; Act 2019-94, §2; Act 2026-495, §1.)
[Superseded: 2026-08-01]
AMENDED BY ACT 2026-495, EFFECTIVE AUGUST 1, 2026. SEE ACT FOR REVISED LANGUAGE.
(a) After the filing officer files the certificate of correction, the filing instrument is considered to have been corrected on the date the filing instrument was originally filed, except as otherwise provided by subsection (b).
(b) As to a person who acted in reliance on the filing instrument prior to its correction and who is adversely affected by that correction, the filing instrument is considered to have been corrected on the date the certificate of correction is filed.
(c) An acknowledgment of filing or a similar instrument issued by the filing officer before a filing instrument is corrected, with respect to the effect of filing the original filing instrument, applies to the corrected filing instrument as of the date the corrected filing instrument is considered to have been filed under this section.
(Act 2009-513, p. 967, §31; Act 2018-125, §1; Act 2019-94, §2.)
[Effective: 2026-08-01]
(a) After the filing officer files the certificate of correction or the certificate of nullification, the filing instrument is considered to have been corrected or nullified, as the case may be, on the date the filing instrument was originally filed, except as otherwise provided by subsection (b).
(b) A filing instrument corrected or nullified in accordance with this Division C shall be effective as of the effective date of the original filing instrument as determined under Division B of this Article 4, except as to those persons relying on the original filing instrument and who are adversely affected by the correction or nullification after the effective date of the original filing instrument, the filing instrument as corrected or nullified shall be effective on the date the certificate of correction or the certificate of nullification, as the case may be, is filed.
(Act 2009-513, p. 967, §31; Act 2018-125, §1; Act 2019-94, §2; Act 2026-495, §1.)
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 apply to that entity or in accordance with that entity’s governing documents. If neither the chapter that applies to that entity nor the governing documents of that entity provides or prohibits a process for the approval and filing of an amendment or supplement to that filing instrument for that entity, then that filing instrument may be amended or supplemented and filed utilizing the same process for approval and filing as was used to approve and file that filing instrument.
(Act 2009-513, p. 967, §31; Act 2016-379, p. 934, §2; Act 2019-94, §2.)
(a)(1) The Secretary of State shall collect the following fees when a filing instrument described in this title is delivered to the Secretary of State for filing:
a. Certificate of formation for all entities: Two hundred dollars ($200).
b. Amendment to a certificate of formation and a restated certificate of formation: One hundred dollars ($100).
c. Name reservations and notice of transfer of name reservation: Twenty-five dollars ($25).
d. Certificates, articles, or statements of dissolution or cancellation: One hundred dollars ($100).
e. Foreign entity registration including a statement of foreign limited liability partnership: One hundred fifty dollars ($150).
f. Certificate of existence: Twenty-five dollars ($25).
g. Certificates, articles, or statements of merger, conversion, and share exchange: One hundred dollars ($100).
h. Any other filing instrument required or permitted to be delivered to the Secretary of State for filing pursuant to this title: One hundred dollars ($100).
(2) If a state of emergency declared in this or any other state or by the federal government renders substantial compliance with this article impossible or unreasonable, the Secretary of State may waive the certificate of existence fee of twenty-five dollars ($25).
(b) The judge of probate shall collect the following fees when a filing instrument described in this title is delivered to the judge of probate for filing:
(1) Certified copy of statements of authority, denial, and cancellation thereof, permitted to be filed with the judge of probate: One hundred dollars ($100).
(2) Certified copy of certificates, articles, or statements of merger and conversion filed pursuant to this chapter, Chapter 2A, Chapter 5A, Chapter 8A, Chapter 9A, or Chapter 10: Five dollars ($5).
(3) Any other filing instrument required or permitted to be delivered to the judge of probate for filing pursuant to this title: One hundred dollars ($100).
(c) There is hereby established in the State Treasury a fund to be known and designated as the Secretary of State Entity Fund. All funds, fees, charges, costs, and collections accruing to or collected by the Secretary of State under this section or any other fees collected by the Secretary of State relating to entities shall be deposited into the State Treasury to the credit of the Secretary of State Entity Fund except as so provided in subsection (e).
(d) Except as set forth in subdivision (e)(1), all funds now or hereafter deposited in the State Treasury to the credit of the Secretary of State Entity Fund shall not be expended for any purpose unless the same shall have been allotted and budgeted in accordance with Article 4 of Chapter 4 of Title 41, and only in the amounts and for the purposes provided by the Legislature in the general appropriation bill or this section.
(e)(1) From the two hundred dollar ($200) fee collected by the Secretary of State for the filing of a certificate of formation in final irrevocable full payment of immediately available funds, the Secretary of State shall pay the sum of one hundred dollars ($100) to the county treasurer for the county in which the office of the initial registered agent for that entity is located, which sum shall constitute the entire fee due to that county for the formation of that entity.
(2) After the payment of the amounts set forth in subdivision (e)(1) have been paid, 70 percent of the remaining funds collected by the Secretary of State in final irrevocable full payment of immediately available funds in relation to entities during the fiscal year shall be deposited to the credit of the State General Fund.
(f) The fees imposed for the office of the judge of probate or required to be paid by the Secretary of State to the county treasurer pursuant to subdivision (e)(1) shall be charged and paid into the appropriate county treasury or to the judge of probate as may be authorized or required by law.
(g) The Secretary of State shall collect the following fees for copying and certifying the copy of any filing instrument relating to a domestic or foreign entity:
(1) Two dollars ($2) a page for copying.
(2) Ten dollars ($10) for the certificate.
(h) The judge of probate shall collect the following fees for copying and certifying the copy of any filing instrument relating to an entity:
(1) Two dollars ($2) a page for copying.
(2) Ten dollars ($10) for the certificate.
(Acts 1994, No. 94-245, p. 343, §1; Act 2000-724, p. 1550, §1; §10-2B-1.22; amended and renumbered by Act 2009-513, p. 967, §33; Act 2018-125, §1; Act 2019-94, §2; Act 2020-73, §5; Act 2021-222, §1.)
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 partnership by a foreign filing entity pursuant to this title, or an application for reservation or registration of a name pursuant to this article does not authorize the use of a name in this state in violation of a right of another under:
(1) The Trademark Act of 1946, as amended, 15 U.S.C. Section 1051 et seq.; or
(2) Chapter 12 of Title 8; or
(3) Common law.
(Act 2009-513, p. 967, §35; Act 2018-125, §1; Act 2019-94, §2.)
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 or implies that the entity is engaged in a business that the entity is not authorized by law to pursue.
(Act 2009-513, p. 967, §35; Act 2018-125, §1.)
(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 name that is the same as or not distinguishable on the records of the Secretary of State from:
(1) the name of another existing filing entity or a general partnership that has an effective statement of partnership, statement of not for profit partnership, or limited liability partnership under Chapter 8A;
(2) the name of a foreign filing entity that has a registration under Article 7;
(3) a name that is reserved under Division B.
(b) Subsection (a) does not apply if the other entity or the person for whom the name is reserved consents in writing to the use of a name not distinguishable on the records of the Secretary of State, and submits an undertaking in form satisfactory to the Secretary of State to change its name to a name that is distinguishable on the records of the Secretary of State from the name for which application was made.
(c) In determining whether a name is the same as or not distinguishable on the records of the Secretary of State from the name of another entity, words, phrases, or abbreviations indicating the type of entity, such as “corporation,” “corp.,” “general partnership,” “GP,” “G.P.,” “not for profit general partnership,” “NGP,” “N.G.P.,” “incorporated,” “Inc.,” “limited liability company,” “LLC,” “L.L.C.,” “limited partnership,” “LP,” “L.P.,” “Ltd.,” “limited liability limited partnership,” “LLLP,” “L.L.L.P.,” “limited liability partnership,” “LLP,” or “L.L.P.” shall not be taken into account unless waived in writing by the incumbent holder of the name.
(Act 2009-513, p. 967, §35; Act 2013-338, p. 1196, §1; Act 2018-125, §1.)
(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 words.
(b) Subsection (a) does not apply to a nonprofit corporation or foreign nonprofit corporation, or to banks, trust companies, savings and loan associations, or insurance companies.
(c) In lieu of a word or abbreviation required by subsection (a), the name of a professional corporation must comply with the requirements of Section 10A-1-5.08.
(d) The requirements of subsection (a) do not apply to any corporation organized before January 1, 1981.
(e) For a corporation that elects to be a benefit corporation under the Alabama Business Corporation Law, the name of that benefit corporation must contain the words “benefit corporation,” the abbreviation “B.C.,” or the designation “BC” and may not use the word “incorporated” or an abbreviation thereof.
(Act 2009-513, p. 967, §35; Act 2013-338, p. 1196, §1; Act 2018-125, §1; Act 2020-73, §5.)
(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 partner.
(b) The name of a limited partnership that is not a limited liability limited partnership must contain the phrase “limited partnership” or “Limited,” or the abbreviation “L.P.,” “LP,” or “Ltd.” and must not contain the phrase “limited liability limited partnership” or the abbreviation “LLLP” or “L.L.L.P.”
(c) The name of a limited liability limited partnership must contain the phrase “limited liability limited partnership” or the abbreviation “LLLP” or “L.L.L.P.” and must not contain the abbreviation “L.P.,” “LP,” or “Ltd.”
(d) Subject to Section 10A-1-7.07, this section applies to any foreign limited partnership transacting business in this state, having a certificate of authority to transact business in this state, or applying for a certificate of authority.
(e) The name of a limited partnership may not contain the following words: “bank,” “banking,” “banker,” “trust,” “insurance,” “insurer,” “corporation,” “incorporated,” or any abbreviation of such words.
(Act 2016-379, p. 934, §3; Act 2018-125, §1.)
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 Liability Company” or the abbreviation “L.L.C.” or “LLC”.
(Acts 1993, No. 93-724, p. 1425, §5; Act 97-920, 1st Ex. Sess., p. 312, §1; §10-12-5; amended and renumbered by Act 2009-513, p. 967, §36; Act 2018-125, §1.)
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 Liability Partnership” or the abbreviation “L.L.P.” or “LLP”.
(Acts 1996, No. 96-528, p. 685, §1; §10-8A-1002; amended and renumbered by Act 2009-513, p. 967, §36; Act 2018-125, §1.)
(a) 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 corporation” or the abbreviation “P.C.” or “PC” and shall otherwise conform to any rule promulgated by a licensing authority having jurisdiction of a professional service described in the certificate of formation of the professional corporation.
(b) 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 professional entity, including a rule of professional ethics.
(Acts 1983, No. 83-514, p. 763, §8; Acts 1988, 1st Ex. Sess., No. 88-905, p. 474, §1; §10-4-387; amended and renumbered by Act 2009-513, p. 967, §36; Act 2018-125, §1; Act 2019-94, §2; Act 2025-281, §1.)
(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” or the abbreviation “G.P.” or “GP.”
(b) The name of a general partnership that has filed a statement of not for profit partnership in accordance with Section 10A-8A-2.02 must include the words “not for profit general partnership” or the abbreviation “N.G.P.” or “NGP.”
(Act 2009-513, p. 967, §37; Act 2025-281, §1.)
(a)(i) All filing entities and (ii) all general partnerships that are filing a statement of partnership, a statement of not for profit general partnership, or a statement of limited liability partnership, must reserve a name with the Secretary of State in accordance with this Article 5.
(b) When a filing entity delivers its certificate of formation or certificate of incorporation, as applicable, to the Secretary of State for filing, that filing entity must attach its name reservation certificate to its certificate of formation or the certificate of incorporation, as applicable; provided, that the name reservation certificate shall not be part of the certificate of formation or certificate of incorporation, as applicable.
(c) When a general partnership delivers its statement of partnership, statement of not for profit general partnership, or statement of limited liability partnership, as applicable, to the Secretary of State for filing, that general partnership must attach its name reservation certificate to its statement of partnership, statement of not for profit general partnership, or statement of limited liability partnership, as applicable; provided, that the name reservation certificate shall not be part of the statement of partnership, the statement of not for profit general partnership, or the statement of limited liability partnership, as applicable.
(Act 2018-125, §2; Act 2025-281, §1.)
(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 must deliver an application to the Secretary of State for filing. Any person may file an application with the Secretary of State to reserve the exclusive use of a name under this article.
(b) The application must set forth the name and address of the applicant and the name proposed to be reserved and must be:
(1) accompanied by any required filing fee; and
(2) signed by the applicant or by the agent or attorney of the applicant.
(c) The name may also be reserved, renewed, withdrawn, and transferred by electronic means as set forth in Section 10A-1-5.17.
(Act 2009-513, p. 967, §39; Act 2013-338, p. 1196, §1; Act 2018-125, §3; Act 2020-73, §5.)
(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 State from:
(1) the name of an existing filing entity; the name of a general partnership that has an effective statement of partnership, statement of not for profit partnership, or statement of limited liability partnership on file with the Secretary of State under Chapter 8A;
(2) the name of a foreign filing entity that has a registration under Article 7; or
(3) a name that is reserved under this division.
(b) Subsection (a) does not apply if the other entity or the person for whom the name is reserved consents in writing to the subsequent reservation of a name not distinguishable on the records of the Secretary of State, and submits an undertaking in form satisfactory to the Secretary of State to change its name to a name that is distinguishable on the records of the Secretary of State from the name applied for or, if the conflict is with a reserved or registered name, transfers its reservation to the applicant pursuant to Section 10A-1-5.16.
(Act 2009-513, p. 967, §39; Act 2013-338, p. 1196, §1; Act 2018-125, §3.)
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 for the exclusive use of the applicant.
(Act 2009-513, p. 967, §39.)
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 for filing; or
(2) the date the applicant files with the Secretary of State a written notice of withdrawal of the reservation.
(Act 2009-513, p. 967, §39; Act 2013-338, p. 1196, §1.)
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 of that reservation, the person:
(1) files an application to renew the name reservation; and
(2) pays the required filing fee.
(Act 2009-513, p. 967, §39; Act 2013-338, p. 1196, §1.)
(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 of transfer must:
(1) be signed by the person for whom the name is reserved; and
(2) state the name and address of the person to whom the reservation is to be transferred.
(Act 2009-513, p. 967, §39.)
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 of that reserved name, (iii) the withdrawal of that reserved name, (iv) the transfer of that reserved name, and (v) the payment of the fees associated therewith, in order to provide for an immediate reservation, renewal, withdrawal, or transfer of the reserved name 24 hours a day, seven days a week, each day of the year, including holidays and weekends.
(Act 2020-73, §6.)
If an entity is listed in the Secretary of State’s records as an entity that has been dissolved, then if that entity is reinstated in accordance with this chapter or the chapter that governs the dissolved entity, the name of that entity following revocation and reinstatement shall be that entity’s name at the time of revocation and reinstatement if that entity’s name complies with this article at the time of revocation and reinstatement. If that entity’s name does not comply with this article, the name of that entity following revocation and reinstatement shall be that entity’s name followed by the word “reinstated.”
(Act 2021-299, §2.)
Repealed by Act 2013-338, §2, effective August 1, 2013, 2013.
(Act 2009-513, p. 967, §41.)
Repealed by Act 2013-338, §2, effective August 1, 2013, 2013.
(Act 2009-513, p. 967, §41.)
Repealed by Act 2013-338, §2, effective August 1, 2013, 2013.
(Act 2009-513, p. 967, §41.)
Repealed by Act 2013-338, §2, effective August 1, 2013, 2013.
(Act 2009-513, p. 967, §41.)
Repealed by Act 2013-338, §2, effective August 1, 2013, 2013.
(Act 2009-513, p. 967, §41.)
[Superseded: 2026-08-01]
AMENDED BY ACT 2026-495, EFFECTIVE AUGUST 1, 2026. SEE ACT FOR REVISED LANGUAGE.
(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 partnership, statement of not for profit partnership, or statement of limited liability partnership on file with the Secretary of State in accordance with Chapter 8A, shall designate and continuously maintain in this state:
(1) a registered agent; and
(2) a registered office.
(b) A registered agent:
(1) is an agent of the entity on which may be served any process, notice, or demand required or permitted by law to be served on the entity;
(2) may be:
(A) an individual who is a resident of this state; or
(B) a domestic entity or a foreign entity that is registered to transact business in this state; and
(3) must maintain a business office at the same address as the entity’s registered office.
(c) The registered office:
(1) must be located at a street address in this state where process may be personally served on the entity’s registered agent;
(2) is not required to be a place of business of the filing entity or foreign filing entity; and
(3) may not be solely a mailbox service or a telephone answering service.
(Act 2009-513, p. 967, §43; Act 2018-125, §3; Act 2024-413, §1.)
[Effective: 2026-08-01]
(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 partnership, statement of not for profit partnership, or statement of limited liability partnership on file with the Secretary of State in accordance with Chapter 8A, shall designate and continuously maintain in this state:
(1) a registered agent; and
(2) a registered office.
(b) A registered agent:
(1) is an agent of the entity on which may be served any process, notice, or demand required or permitted by law to be served on the entity;
(2) may be:
(A) an individual who is a resident of this state; or
(B) a domestic entity or a foreign entity that is registered to transact business in this state;
(3) must maintain a business office at the same address as the entity’s registered office; and
(4) may not perform its duties or functions solely through the use of a virtual office, the retention by the agent of a mail forwarding service, or both. For purposes of this subsection (b)(4), “virtual office” means the performance of duties or functions solely through the internet or solely through other means of remote communication.
(c) The registered office:
(1) must be located at a street address in this state where process may be personally served on the entity’s registered agent;
(2) is not required to be a place of business of the filing entity or foreign filing entity; and
(3) may not be solely a mailbox service or a telephone answering service.
(Act 2009-513, p. 967, §43; Act 2018-125, §3; Act 2024-413, §1; Act 2026-495, §1.)
(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, by delivering to the Secretary of State for filing a statement of the change in accordance with the procedures in Article 4.
(b) The statement of change must contain:
(1) the name of the entity;
(2) the unique identifying number or other designation assigned by the Secretary of State;
(3) the name of the entity’s registered agent;
(4) the street address of the entity’s registered agent;
(5) if the change relates to the registered agent, the name of the entity’s new registered agent and the new registered agent’s written consent to the appointment, either on the statement or attached to it;
(6) if the change relates to the registered office, the street address of the entity’s new registered office;
(7) a recitation that the change specified in the statement is authorized by the entity; and
(8) a recitation that the street address of the registered office and the street address of the registered agent’s business are the same.
(c) On acceptance of the statement by the Secretary of State, the statement is:
(1) in the case of a domestic filing entity, effective to change the designation of the entity’s registered agent or registered office, or both, without the necessity of amending the entity’s certificate of formation;
(2) in the case of a general partnership with an effective statement of partnership, statement of not for profit partnership, or statement of limited liability partnership on file with the Secretary of State under Chapter 8A, effective to change its registered agent or registered office, or both, without the necessity of amending its statement of partnership, statement of not for profit partnership, or statement of limited liability partnership under Chapter 8A;
(3) in the case of a foreign filing entity other than a foreign limited liability partnership, effective to change the designation of the entity’s registered agent or registered office, or both, and effective as an amendment of its application for registration as a foreign entity under Article 7; or
(4) in the case of a foreign limited liability partnership, effective to change the designation of its registered agent or registered office, or both, without the necessity of amending its statement of foreign limited liability partnership under Article 7.
(Act 2009-513, p. 967, §43; Act 2018-125, §3; Act 2025-281, §1.)
(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 give notice of a change of its name, or a change of its street address as the street address of the entity’s registered office, or both, by delivering a statement of change containing the information required by this section to the Secretary of State for filing in accordance with the procedures in Article 4.
(b) The statement of change must be signed by the registered agent, or a person authorized to sign the statement on behalf of the registered agent, and must include:
(1) the name of the entity represented by the registered agent;
(2) the unique identifying number of the entity assigned by the Secretary of State;
(3) the name of the entity’s registered agent and the street address at which the registered agent maintained the entity’s registered office;
(4) if the change relates to the name of the registered agent, the new name of that agent;
(5) if the change relates to the street address of the registered office, the new street address of the registered office; and
(6) a recitation that written notice of the change was given to the entity by the registered agent at least 10 days before the date the statement of change is delivered to the Secretary of State for filing.
(c) On acceptance of the statement of change by the Secretary of State, the statement of change is:
(1) in the case of a domestic filing entity, effective to make the change or changes set forth in the statement of change without the necessity of amending the entity’s certificate of formation;
(2) in the case of a general partnership with an effective statement of partnership, statement of not for profit partnership, or statement of limited liability partnership on file with the Secretary of State, effective to make the change or changes set forth in the statement of change without the necessity of amending its statement of partnership, statement of not for profit partnership, or statement of limited liability partnership under Chapter 8A;
(3) in the case of a foreign filing entity with an effective application for registration, effective to make the change or changes set forth in the statement of change, without the necessity of amending its application for registration as a foreign entity under Article 7; or
(4) in the case of a foreign limited liability partnership with an effective statement of limited liability partnership, effective to make the change or changes set forth in the statement of change, without the necessity of amending or restating its statement of foreign limited liability partnership under Article 7.
(d) A registered agent may deliver a statement of change to the Secretary of State for filing under this section that applies to more than one entity, and if the registered agent does so, the registered agent must include the unique identifying number assigned by the Secretary of State to each entity in the statement of change.
(Act 2009-513, p. 967, §43; Act 2018-125, §3; Act 2025-281, §1.)
(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 registered agent by giving written notice to that entity and delivering a statement of resignation to the Secretary of State for filing.
(b) Written notice to the entity must be given to the entity at the address of the entity most recently known by the agent prior to the delivery of the statement of resignation to the Secretary of State for filing.
(c) The statement of resignation shall be delivered to the Secretary of State for filing and must include:
(1) the name of the entity;
(2) the unique identifying number of the entity assigned by the Secretary of State;
(3) the name of the agent;
(4) that the agent resigns from serving as registered agent for the entity; and
(5) the address of the entity to which the agent delivered the written notice required by subsection (b).
(d) A statement of resignation takes effect on the earlier of:
(1) 12:01 a.m. on the 31st day after the day on which it is delivered to the Secretary of State for filing; or
(2) the designation of a new registered agent by the entity.
(e) When a statement of resignation takes effect, the person that resigned ceases to have responsibility under this title for any matter thereafter tendered to it as registered agent for the entity. The resignation does not affect any contractual rights the entity has against the registered agent or that the registered agent has against the entity.
(f) A registered agent may resign with respect to an entity regardless of whether the entity is in good standing.
(g) Upon the receipt of the statement of resignation by the Secretary of State, the Secretary of State shall:
(1) notify the entity of the registered agent’s resignation; and
(2) file the statement of resignation in accordance with Article 4, except that a fee is not required to file the statement of resignation.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-5.03; amended and renumbered by Act 2009-513, p. 967, §44; Act 2025-281, §1.)
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 diligence be served, the entity may be served with process as provided by the Alabama Rules of Civil Procedure and may be served with any other notice or demand required or permitted by law to be served on the entity in a manner similar to the procedure provided by the Alabama Rules of Civil Procedure for the service of process.
(Act 2009-513, p. 967, §45.)
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 shall limit or affect the right to serve any process, notice, or demand required or permitted by law to be served on an entity in any other manner now or hereafter permitted by law.
(Act 2009-513, p. 967, §45.)
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 that enterprise at another enterprise. A person is a delegate to an employee benefit plan if the performance of the person’s official duties to the enterprise also imposes duties on or otherwise involves service by the person to the plan or participants in or beneficiaries of the plan.
(2) “Enterprise” means a domestic entity or an organization subject to this article, including a predecessor domestic entity or organization.
(3) “Expenses” includes court costs and attorney’s fees. The term does not include a judgment, a penalty, a settlement, a fine, or an excise or similar tax or an excise tax assessed against the person regarding an employee benefit plan.
(4) “Former governing person” means a person who was a governing person of an enterprise.
(5) “Official capacity” means:
(A) with respect to a governing person, the office of the governing person in the enterprise or the exercise of authority by or on behalf of the governing person pursuant to this title or the governing documents of the enterprise; and
(B) with respect to a person other than a governing person, the elective or appointive office, if any, in the enterprise held by the person or the relationship undertaken by the person on behalf of the enterprise.
(6) “Predecessor enterprise” means a sole proprietorship or organization that is a predecessor to an enterprise in:
(A) a merger, conversion, consolidation, or other transaction in which the liabilities of the predecessor enterprise are transferred or allocated to the enterprise by operation of law; or
(B) any other transaction in which the enterprise assumes the liabilities of the predecessor enterprise and the liabilities that are the subject matter of this chapter are not specifically excluded.
(7) “Proceeding” means:
(A) a threatened, pending, or completed action or other proceeding, whether civil, criminal, administrative, arbitrative, or investigative and whether formal or informal;
(B) an appeal of an action or proceeding described by paragraph (A); and
(C) an inquiry or investigation that could lead to an action or proceeding described by paragraph (A).
(8) “Representative” means a person serving as a partner, director, officer, venturer, proprietor, trustee, employee, or agent of an enterprise or serving a similar function for an enterprise.
(9) “Respondent” means a person named as a respondent or defendant in a proceeding.
(Act 2009-513, p. 967, §47; Act 2019-94, §2.)
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 business corporations.
(Act 2009-513, p. 967, §48; Act 2016-379, p. 934, §4; Act 2018-125, §3; Act 2019-94, §2; Act 2020-73, §7.)
(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 in which the person is a respondent because the person is or was a governing person if the person is successful, on the merits or otherwise, in the defense of the proceeding, or any claim, issue, or matter in the proceeding, notwithstanding that he or she was not successful on any other claim, issue, or matter in the proceeding.
(b) A court that determines, in a suit for indemnification, that a governing person is entitled to indemnification under this section shall order indemnification and award to the person the expenses incurred in securing the indemnification.
(Act 2009-513, p. 967, §50.)
(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 order an enterprise to indemnify the person to the extent the court determines that the person is fairly and reasonably entitled to indemnification in view of all the relevant circumstances.
(b) This section applies without regard to whether the governing person, former governing person, or delegate applying to the court satisfies the requirements of Section 10A-1-6.21 or has been found liable:
(1) to the enterprise; or
(2) because the person improperly received a personal benefit, without regard to whether the benefit resulted from an action taken in the person’s official capacity.
(c) The indemnification ordered by the court under this section is limited to reasonable expenses if the governing person, former governing person, or delegate is found liable:
(1) to the enterprise; or
(2) because the person improperly received a personal benefit, without regard to whether the benefit resulted from an action taken in the person’s official capacity.
(Act 2009-513, p. 967, §50.)
The certificate of formation of an enterprise may restrict the circumstances under which the enterprise must or may indemnify a person under this division.
(Act 2009-513, p. 967, §50; Act 2016-379, §4.)
(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 a proceeding to the extent permitted by Section 10A-1-6.22 if it is determined in accordance with Section 10A-1-6.23 that:
(1) the person:
(A) acted in good faith; and
(B) reasonably believed:
(i) in the case of conduct in the person’s official capacity that the person’s conduct was in the enterprise’s best interests; and
(ii) in all other cases, that the person’s conduct was not opposed to the enterprise’s best interests; and
(C) in the case of a criminal proceeding, did not have a reasonable cause to believe the person’s conduct was unlawful;
(2) with respect to expenses, the amount of expenses is reasonable; and
(3) indemnification should be paid.
(b) Action taken or omitted by a governing person or delegate with respect to an employee benefit plan in the performance of the person’s duties for a purpose reasonably believed by the person to be in the interests of the participants in and beneficiaries of the plan is for a purpose that is not opposed to the best interests of the enterprise.
(c) Action taken or omitted by a delegate to another enterprise for a purpose reasonably believed by the delegate to be in the interest of the other enterprise or its owners or members is for a purpose that is not opposed to the best interests of the enterprise.
(d) A person does not fail to meet the standard under subsection (a)(1) solely because of the termination of a proceeding by:
(1) judgment;
(2) order;
(3) settlement;
(4) conviction; or
(5) a plea of nolo contendere or its equivalent.
(Act 2009-513, p. 967, §52.)
(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 against a judgment, penalty, settlement, or fine, including an excise or similar tax or an excise tax assessed against the person regarding an employee benefit plan, and against reasonable expenses actually incurred by the person in connection with a proceeding.
(b) Indemnification under this chapter of a person who is found liable to the enterprise or is found liable because the person improperly received a personal benefit:
(1) is limited to reasonable expenses actually incurred by the person in connection with the proceeding; and
(2) may not be made in relation to a proceeding in which the person has been found liable for:
(A) willful or intentional misconduct in the performance of the person’s duty to the enterprise;
(B) breach of the person’s duty of loyalty owed to the enterprise; or
(C) an act or omission not committed in good faith that constitutes a breach of a duty owed by the person to the enterprise.
(c) A governing person, former governing person, or delegate is considered to have been found liable in relation to a claim, issue, or matter only if the liability is established by an order, including a judgment or decree of a court, and all appeals of the order are exhausted or foreclosed by law.
(d) Notwithstanding any other provision of this chapter, an enterprise may not indemnify or advance expenses to a person if the indemnification or advancement conflicts with a restriction in the enterprise’s governing documents.
(Act 2009-513, p. 967, §52.)
(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 a quorum composed of the governing persons who at the time of the vote are disinterested and independent;
(2) if a quorum described by subsection (a)(1) cannot be obtained, a majority vote of a committee of the board of directors of the enterprise designated to act in the matter by a majority vote of the governing persons and composed of at least one governing person who at the time of the vote is disinterested and independent;
(3) special legal counsel selected by the board of directors of the enterprise, or selected by a committee of the board of directors, by vote in accordance with subdivision (1) or subdivision (2) or, if a quorum described by subdivision (1) cannot be obtained and a committee described by subdivision (2) cannot be established, by a majority vote of the governing persons of the enterprise;
(4) a majority of the membership interests that are entitled to vote on the transactions by virtue of not being owned by or under control of the governing persons constitutes a quorum for purposes of taking action under this section; or
(5) a unanimous vote of the owners or members of the enterprise.
(b) If special legal counsel determines under subsection (a)(3) that a person meets the standard under Section 10A-1-6.21(a)(1), the special legal counsel shall determine whether the amount of expenses is reasonable under Section 10A-1-6.21(a)(2) but may not determine whether indemnification should be paid under Section 10A-1-6.21(a)(3). The determination whether indemnification should be paid must be made in a manner specified by subsection (a)(1), (2), (4), or (5).
(c) A provision contained in the governing documents of the enterprise, a resolution of the owners, members, or governing authority, or an agreement that requires the indemnification of a person who meets the standard under Section 10A-1-6.21(a)(1) constitutes a determination under Section 10A-1-6.21(a)(3) that indemnification should be paid even though the provision may not have been adopted or authorized in the same manner as the determinations required under Section 10A-1-6.21(a). The determinations required under Section 10A-1-6.21(a)(1) and (2) must be made in a manner provided by subsection (a).
(Act 2009-513, p. 967, §52.)
(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 to be made a respondent in a proceeding in advance of the final disposition of the proceeding without making the determinations required under Section 10A-1-6.21(a) after the enterprise receives:
(1) written affirmation by the person of the person’s good faith belief that the person has met the standard of conduct necessary for indemnification under this article; and
(2) written undertaking by or on behalf of the person to repay the amount paid or reimbursed if the final determination is that the person has not met that standard or that indemnification is prohibited by Section 10A-1-6.22.
(b) A provision in the governing documents of the enterprise, a resolution of the owners, members, or governing authority, or an agreement that requires the payment or reimbursement permitted under this section authorizes that payment or reimbursement after the enterprise receives an affirmation and undertaking described by subsection (a).
(c) The written undertaking required by subsection (a)(2) must be an unlimited general obligation of the person but need not be secured and may be accepted by the enterprise without regard to the person’s ability to make repayment.
(d) An enterprise may not advance expenses to or reimburse expenses of a person if the advancement or reimbursement conflicts with a restriction in the enterprise’s governing documents.
(Act 2009-513, p. 967, §52.)
(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 and advance expenses to a person who is not a governing person, including an officer, employee, agent, or delegate, as provided by:
(1) the enterprise’s governing documents;
(2) general or specific action of the enterprise’s governing authority;
(3) resolution of the enterprise’s owners or members;
(4) contract; or
(5) common law.
(b) An enterprise shall indemnify and advance expenses to an officer to the same extent that indemnification or advancement of expenses is required under this chapter for a governing person.
(c) A person described by subsection (a) may seek indemnification or advancement of expenses from an enterprise to the same extent that a governing person may seek indemnification or advancement of expenses under this chapter.
(d) The certificate of formation of an enterprise may restrict the circumstances under which the enterprise must or may indemnify a person under this section.
(Act 2009-513, p. 967, §52; Act 2016-379, §4.)
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 other person in connection with that person’s appearance as a witness or other participation in a proceeding at a time when the person is not a respondent in the proceeding.
(Act 2009-513, p. 967, §52.)
(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 hold harmless an existing or former governing person, delegate, officer, employee, or agent against any liability:
(1) asserted against and incurred by the person in that capacity; or
(2) arising out of the person’s status in that capacity.
(b) The insurance or other arrangement established under subsection (a) may insure or indemnify against the liability described by subsection (a) without regard to whether the enterprise otherwise would have had the power to indemnify the person against that liability under this chapter.
(c) Insurance or another arrangement that involves self-insurance or an agreement to indemnify made with the enterprise or a person that is not regularly engaged in the business of providing insurance coverage may provide for payment of a liability with respect to which the enterprise does not otherwise have the power to provide indemnification only if the insurance or arrangement is approved by the owners or members of the enterprise.
(d) For the benefit of persons to be indemnified by the enterprise, an enterprise, in addition to purchasing or procuring or establishing and maintaining insurance or another arrangement, may:
(1) create a trust fund;
(2) establish any form of self-insurance, including a contract to indemnify;
(3) secure the enterprise’s indemnity obligation by grant of a security interest or other lien on the assets of the enterprise; or
(4) establish a letter of credit, guaranty, or surety arrangement.
(e) Insurance or another arrangement established under this section may be purchased or procured or established and maintained:
(1) within the enterprise; or
(2) with any insurer or other person considered appropriate by the governing authority, regardless of whether all or part of the stock, securities, or other ownership interest in the insurer or other person is owned in whole or in part by the enterprise.
(f) A governing authority’s decision as to the terms of the insurance or other arrangement and the selection of the insurer or other person participating in an arrangement is conclusive. The insurance or arrangement is not voidable and does not subject the governing persons approving the insurance or arrangement to liability, on any ground, regardless of whether the governing persons participating in approving the insurance or other arrangement are beneficiaries of the insurance or arrangement. This subsection does not apply in case of actual fraud.
(Act 2009-513, p. 967, §54.)
(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 person.
(b) Subject to subsection (c), the report must be made with or before the notice or waiver of notice of the next meeting of the owners or members of the enterprise and before the next submission to the owners or members of a consent to action without a meeting.
(c) A report required by this section must be made not later than the first anniversary of the date of the indemnification or advance.
(Act 2009-513, p. 967, §54.)
[Superseded: 2026-08-01]
(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 delivering to the Secretary of State for filing an application for registration and the Secretary of State filing the application for registration, and (ii) a foreign limited liability partnership delivering to the Secretary of State for filing a statement of foreign limited liability partnership and the Secretary of State filing the statement of foreign limited liability partnership.
(2) For purposes of this Article 7, the term registration includes (i) a filed application for registration and (ii) a filed statement of foreign limited liability partnership.
(b) For purposes of this Article 7, the terms transact business and transacting business shall include conducting a business, activity, not for profit activity, and any other activity, whether or not for profit.
(c) To transact business in this state, a foreign entity must register under this chapter if the foreign entity:
(1) is a foreign entity, the formation of which, if formed in this state, would require the filing under Article 3 of a certificate of formation;
(2) is a foreign limited liability partnership; or
(3) affords limited liability under the law of its jurisdiction of formation for any owner or member.
(d) A foreign entity described by subsection (b) must maintain the foreign entity’s registration while transacting business in this state.
(e) For purposes of this Article 7, a foreign entity must reserve a name with the Secretary of State in accordance with Article 5 and when a foreign entity delivers its application for registration to the Secretary of State for filing, that foreign entity must attach its name reservation certificate to its application for registration.
(Act 2009-513, p. 967, §56; Act 2018-125, §3; Act 2019-94, §2; Act 2025-281, §1.)
[Effective: 2026-08-01]
(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 delivering to the Secretary of State for filing an application for registration and the Secretary of State filing the application for registration; and (ii) a foreign limited liability partnership delivering to the Secretary of State for filing a statement of foreign limited liability partnership and the Secretary of State filing the statement of foreign limited liability partnership.
(2) For purposes of this Article 7, the term registration includes (i) a filed application for registration; and (ii) a filed statement of foreign limited liability partnership.
(b) For purposes of this Article 7, the terms transact business and transacting business shall include conducting a business, activity, not for profit activity, and any other activity, whether or not for profit.
(c) To transact business in this state, a foreign entity must register under this chapter if the foreign entity:
(1) is a foreign entity, the formation of which, if formed in this state, would require the filing under Article 3 of a certificate of formation;
(2) is a foreign limited liability partnership; or
(3) affords limited liability under the law of its jurisdiction of formation for any owner or member.
(d) A foreign entity described by subsection(c) must maintain the foreign entity’s registration while transacting business in this state.
(e) For purposes of this Article 7, a foreign entity must reserve a name with the Secretary of State in accordance with Article 5 and when a foreign entity delivers its application for registration to the Secretary of State for filing, that foreign entity must attach its name reservation certificate to its application for registration.
(Act 2009-513, p. 967, §56; Act 2018-125, §3; Act 2019-94, §2; Act 2025-281, §1; Act 2026-495, §1.)
(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 not relieve a foreign entity from the duty to comply with applicable requirements under other law to file or register.
(c) A foreign entity is not required to register under this chapter if other law of this state or of federal law authorizes the foreign entity to transact the particular business authorized by law in this state.
(d) A foreign unincorporated nonprofit association is not required to register under this chapter.
(e) A foreign entity which is exempt from the requirements of Chapter 46 of Title 16, is not required to register under this chapter.
(Act 2009-513, p. 967, §56; Act 2014-330, p. 1221, §1; Act 2018-125, §3.)
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 under that law, may register under this chapter unless that registering is prohibited by the other law. A registration under this chapter confers only the authority provided by this chapter.
(Act 2009-513, p. 967, §56; Act 2018-125, §3.)
(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 an application for registration in accordance with the procedures in Article 4.
(2) A foreign limited liability partnership registers by delivering to the Secretary of State for filing a statement of foreign limited liability partnership in accordance with the procedures in Article 4.
(b) The application for registration of a foreign entity described in Section 10A-1-7.01(c) other than a foreign limited liability partnership must state:
(1) the foreign entity’s name or, if that name is not available for use in this state or otherwise would not comply with Article 5, a name that satisfies the requirements of Section 10A-1-7.07 under which the foreign entity will transact business in this state;
(2) the foreign entity’s type;
(3) the foreign entity’s jurisdiction of formation;
(4) the date of the foreign entity’s formation;
(5) that the foreign entity exists as a valid foreign entity of the stated type under the laws of the foreign entity’s jurisdiction of formation;
(6) the date the foreign entity began or will begin to transact business in this state;
(7) the street address and mailing address, if different, of the principal office of the foreign entity; and
(8) the street address and mailing address, if different, of the initial registered office and the name of the initial registered agent for service of process which Article 5 requires to be maintained at that office.
(c) The statement of foreign limited liability partnership must state:
(1) the foreign limited liability partnership’s name or, if that name is not available for use in this state or otherwise would not comply with Article 5, a name that satisfies the requirements of Section 10A-1-7.07 under which the foreign entity will transact business in this state;
(2) the jurisdiction which governs the foreign limited liability partnership’s partnership agreement and under which it is a limited liability partnership;
(3) the date of the foreign limited liability partnership’s formation;
(4) that the foreign limited liability partnership exists as a valid foreign limited liability partnership under the laws of the jurisdiction which governs the foreign limited liability partnership’s partnership agreement and under which it is a limited liability partnership;
(5) the date the foreign limited liability partnership will begin to transact business in this state;
(6) the street address and mailing address, if different, of the principal office of the foreign limited liability partnership;
(7) the street address and mailing address, if different, of the initial registered office and the name of the initial registered agent for service of process which Article 5 requires to be maintained at that office.
(d) The application for registration of a foreign entity described in Section 10A-1-7.01(c) other than a foreign limited liability partnership shall be executed by one or more persons authorized to execute an application for registration. The statement of foreign limited liability partnership shall be executed by one or more partners authorized to execute a statement of foreign limited liability partnership.
(e) The status of the foreign entity after registration and the liability of its owners, managers, members, or managerial officials shall not be adversely affected by error or subsequent changes in the information stated in the application for registration or statement of foreign limited liability partnership, as applicable.
(f) The fact that an application for registration or a statement of foreign limited liability partnership, as applicable, is on file with the Secretary of State is notice that the foreign entity is authorized to transact business in this state and as notice of all facts required to be set forth in the application for registration or the statement of foreign limited liability partnership, as applicable.
(g) A foreign entity may register regardless of any differences between the law of the foreign entity’s jurisdiction and of this state applicable to the governing of the internal affairs or to the liability of an owner, member, or managerial official. Notwithstanding the foregoing, no foreign entity may carry on in this state any business of a character that may not lawfully be carried on by a domestic entity of the same type.
(h) A statement of foreign limited liability partnership is a filing instrument.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-15.03; amended and renumbered by Act 2009-513, p. 967, §57; Act 2018-125, §3; Act 2019-94, §2; Act 2025-281, §1.)
(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 this chapter. The registration of a foreign entity remains in effect until the registration terminates, is withdrawn, or is revoked.
(b) Except in a proceeding to revoke the registration of a foreign entity or as otherwise provided by the law of Alabama, the Secretary of State’s issuance of an acknowledgment that the foreign entity has filed an application for registration or a statement of foreign limited liability partnership, as applicable, is conclusive evidence of the authority of the foreign entity to transact business in this state under the foreign entity’s name or under another name stated in the application for registration in accordance with Section 10A-1-7.04(b)(1) or stated in the statement of foreign limited liability partnership in accordance with Section 10A-1-7.04(c)(1), as applicable.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-15.05; amended and renumbered by Act 2009-513, p. 967, §57; Act 2018-125, §3.)
(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 other facts described have changed, making the application for registration or statement of foreign limited liability partnership, as applicable, inaccurate in any respect, the foreign entity shall file with the Secretary of State an amendment correcting the false or inaccurate statement. A foreign entity must amend its registration to change its name if the name has changed. If the name of a foreign entity as changed is not available in this state or otherwise does not satisfy the requirements of Article 5, the foreign entity, pursuant to the requirements of Section 10A-1-7.07, must adopt a name that complies with Article 5 under which it will transact business in this state.
(b) A foreign entity may amend its application for registration or statement of foreign limited liability partnership by filing an application for amendment of registration as provided by Article 4.
(c) The application for amendment must be filed promptly on the discovery that any statement in the application for registration or statement of foreign limited liability partnership, as applicable, was false when made, but not later than 60 days after the discovery. The application for amendment must be filed promptly after any arrangements other facts described in the application have changed, making the application inaccurate in any respect, but not later than 90 days after the change.
(Act 2009-513, p. 967, §58; Act 2018-125, §3.)
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) if a corporation, add to its corporate name the word “corporation” or “incorporated” or an abbreviation of one of the words;
(2) if a banking corporation, add to its corporate name the words “bank,” “banking,” or “bankers”;
(3) if a limited partnership that is not a limited liability limited partnership, add to its partnership name the word “limited” or the abbreviation “Ltd.” or the phrase “limited partnership” or the abbreviation “L.P.” or “LP” but its name must not contain the phrase “limited liability limited partnership” or the abbreviation “LLLP” or “L.L.L.P.”;
(4) if a limited partnership that is a limited liability limited partnership, add to its partnership name the phrase “limited liability limited partnership” or the abbreviation “LLLP” or “L.L.L.P.” and must not contain the abbreviation “Ltd.,” “L.P.,” or “LP.”
(5) if a limited liability company, add to its company name the phrase “limited liability company” or the abbreviation “L.L.C.” or “LLC”;
(6) if a professional corporation, add to its corporate name the phrase “professional corporation” or the abbreviation “P.C.” or “PC”;
(7) if a limited liability partnership, add to its partnership name the phrase “limited liability partnership” or the abbreviation “L.L.P.” or “LLP”;
(8) if a general partnership that is authorized by the laws of the jurisdiction that govern its partnership agreement to file the equivalent of a statement of partnership as provided under Chapter 8A, add to its name the phrase “general partnership” or the abbreviation “G.P.” or “GP”;
(9) if a general partnership that is authorized by the laws of the jurisdiction that govern its partnership agreement to file the equivalent of a statement of not for profit partnership as provided under Chapter 8A, add to its name the phrase “not for profit general partnership” or the abbreviation “N.G.P.” or “NGP”; and
(10) use a fictitious name available for use in this state that satisfies the requirements of Article 5, if it delivers to the Secretary of State for filing a copy of the resolution of its governing authority, certified by its secretary, adopting the fictitious name.
(Act 2009-513, p. 967, §58; Act 2016-379, p. 934, §4; Act 2018-125, §3.)
[Superseded: 2026-08-01]
AMENDED BY ACT 2026-495, EFFECTIVE AUGUST 1, 2026. SEE ACT FOR REVISED LANGUAGE.
(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 in Article 4.
(b) A certificate of withdrawal for a foreign entity described must state:
(1) the name of the foreign entity as set forth on its registration;
(2) the type of foreign entity and the foreign entity’s jurisdiction of formation and, in the case of a foreign limited liability partnership, the jurisdiction which laws govern the foreign limited liability partnership and its partnership agreement;
(3) the street address and mailing address, if different, of the principal office of the foreign entity;
(4) that the foreign entity no longer is transacting business in this state;
(5) that the foreign entity:
(A) revokes the authority of the foreign entity’s registered agent in this state to accept service of process; and
(B) consents that service of process in any action, suit, or proceeding stating a cause of action arising in this state during the time the foreign entity was authorized to transact business in this state may be made on the foreign entity in accordance with the Alabama Rules of Civil Procedure and any other notice or demand required or permitted by law to be served on the foreign entity may be served in a manner similar to the procedure provided for the service of process by the Alabama Rules of Civil Procedure;
(6)(A) a mailing address to which process may be mailed pursuant to the applicable service of process procedures of the Alabama Rules of Civil Procedure and to which any notice or demand required or permitted by law to be served on the foreign entity may be mailed; and
(B) a commitment by the foreign entity that if the mailing address stated in the certificate of withdrawal under paragraph (A) changes, the foreign entity will promptly amend the certificate of withdrawal to update the address; and
(7) that any money due or accrued to the state has been paid or describes the provisions that have been made for the payment of that money.
(c) A certificate from the Alabama Department of Revenue that all applicable taxes and fees have been paid must be filed with the certificate of withdrawal.
(d) If the existence or separate existence of a foreign entity registered in this state terminates, a certificate by an authorized governmental official of the entity’s jurisdiction of formation that evidences the termination shall be filed with the Secretary of State.
(e) The registration of the foreign entity terminates when a certificate of withdrawal under this section or a certificate evidencing termination under subsection (d) is filed.
(Act 2009-513, p. 967, §60; Act 2018-125, §3; Act 2019-94, §2.)
[Effective: 2026-08-01]
(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 in Article 4.
(b) A certificate of withdrawal for a foreign entity described must state:
(1) the name of the foreign entity as set forth on its registration;
(2) the type of foreign entity and the foreign entity’s jurisdiction of formation and, in the case of a foreign limited liability partnership, the jurisdiction which laws govern the foreign limited liability partnership and its partnership agreement;
(3) the street address and mailing address, if different, of the principal office of the foreign entity;
(4) that the foreign entity no longer is transacting business in this state;
(5) that the foreign entity:
(A) revokes the authority of the foreign entity’s registered agent in this state to accept service of process; and
(B) consents that service of process in any action, suit, or proceeding stating a cause of action arising in this state during the time the foreign entity was authorized to transact business in this state may be made on the foreign entity in accordance with the Alabama Rules of Civil Procedure and any other notice or demand required or permitted by law to be served on the foreign entity may be served in a manner similar to the procedure provided for the service of process by the Alabama Rules of Civil Procedure;
(6)(A) a mailing address to which process may be mailed pursuant to the applicable service of process procedures of the Alabama Rules of Civil Procedure and to which any notice or demand required or permitted by law to be served on the foreign entity may be mailed; and
(B) a commitment by the foreign entity that if the mailing address stated in the certificate of withdrawal under paragraph (A) changes, the foreign entity will promptly amend the certificate of withdrawal to update the address; and
(7) that any money due or accrued to the state has been paid or describes the provisions that have been made for the payment of that money.
(c) A certificate from the Alabama Department of Revenue that all applicable taxes and fees have been paid must be filed with the certificate of withdrawal.
(d) If the existence or separate existence of a foreign entity registered in this state terminates, a certificate by an authorized governmental official of the entity’s jurisdiction of formation that evidences the termination shall be filed with the Secretary of State.
(e) The registration of the foreign entity terminates when a certificate of withdrawal under this section or a certificate evidencing termination under subsection (d) is filed.
(f) The certificate of withdrawal of a foreign entity described in subsection (b), other than a foreign limited liability partnership, shall be executed by one or more persons authorized to execute a certificate of withdrawal. A certificate of withdrawal of a foreign limited liability partnership shall be executed by one or more partners authorized to execute a certificate of withdrawal. The certificate of termination of a foreign entity described in subsection (d), other than a foreign limited liability partnership, shall be executed by one or more persons authorized to execute a certificate of termination. A certificate of termination of a foreign limited liability partnership shall be executed by one or more partners authorized to execute a certificate of termination.
(Act 2009-513, p. 967, §60; Act 2018-125, §3; Act 2019-94, §2; Act 2026-495, §1.)
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 state if:
(1) the foreign entity does not pay within 180 days after they are due any applicable privilege or corporation share tax, qualification fee or admission tax, or interest or penalties imposed by this title or other law;
(2) the foreign entity is without a registered agent or registered office in this state for 60 days or more;
(3) the foreign entity does not file a statement of change of registered agent or registered office with the Secretary of State under Section 10A-1-5.32 within 60 days of the change or its registered agent does not file a change of name or change of address of the registered office with the Secretary of State under Section 10A-1-5.33 within 60 days of the change;
(4) an organizer, governing person, or agent of the foreign entity signed a document he or she knew was false in any material respect with intent that the document be delivered to the Secretary of State for filing; or
(5) the Secretary of State receives a duly authenticated certificate from the Secretary of State or other official having custody of entity records in the state or country under whose laws the foreign entity is formed or is governed stating that the foreign entity has been terminated.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-15.30; amended and renumbered by Act 2009-513, p. 967, §61; Act 2018-125, §3; Act 2024-213, §1.)
(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 shall serve the foreign entity with written notice of the determination of the Secretary of State by serving the foreign entity’s registered agent, which service may be by registered mail, or, if the foreign entity has no registered agent or its registered agent cannot with reasonable diligence be served, by serving the foreign entity by any method permitted under Sections 10A-1-5.35 and 10A-1-5.36.
(b) If the foreign entity does not correct each ground for revocation or demonstrate to the reasonable satisfaction of the Secretary of State that each ground determined by the Secretary of State does not exist within 60 days after service of the notice is perfected under subsection (a), the Secretary of State may revoke the foreign entity’s registration by signing a certificate of revocation that recites the ground or grounds for revocation and its effective date. The Secretary of State shall file the original of the certificate and serve a copy on the foreign entity by serving its registered agent, which service may be by registered mail, or, if the foreign entity has no registered agent or its registered agent cannot with reasonable diligence be served, by serving the foreign entity by any method permitted under Sections 10A-1-5.35 and 10A-1-5.36.
(c) The authority of a foreign entity to transact business in this state ceases on the date shown on the certificate revoking its registration.
(d) Revocation of a foreign entity’s registration does not terminate the authority of the registered agent of the foreign entity. Service of process in any action, suit, or proceeding stating a cause of action arising in this state during the time the foreign entity was authorized to transact business in this state may be made on the foreign entity whose registration has been suspended by service on the registered agent or by serving the entity by any method permitted under Sections 10A-1-5.35 and 10A-1-5.36.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-15.31; amended and renumbered by Act 2009-513, p. 967, §61; Act 2018-125, §3.)
(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 service of the certificate of revocation is perfected under Section 10A-1-7.13. The foreign entity appeals by petitioning the court to set aside the revocation and attaching to the petition copies of the Secretary of State’s acknowledgment of its application for registration or statement of foreign limited liability partnership, as applicable, and the Secretary of State’s certificate of revocation.
(b) The court may summarily order the Secretary of State to reinstate the registration, may order a trial de novo, or may take any other action the court considers appropriate.
(c) The court’s final decision may be appealed as in other civil proceedings.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-15.32; amended and renumbered by Act 2009-513, p. 967, §61; Act 2018-125, §3.)
(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, suit, or proceeding in any court of this state until it has registered in this state.
(b) The failure of a foreign entity to register in this state does not impair the validity of any contract or act of the foreign entity or prevent the foreign entity from defending any action, suit, or proceeding in any court of this state.
(c) A foreign entity, by transacting business in this state without registration, shall be deemed to consent to service of process with respect to causes of action arising out of business transacted in this state, or to service of any notice or demand required or permitted by law, by registered mail addressed to the foreign entity at the office required to be maintained in the state or other jurisdiction where it is organized, or, if not so required, at the principal office of the entity, or by serving the entity by any method permitted under Sections 10A-1-5.35 and 10A-1-5.36.
(d) The liability of an owner or owners of a foreign entity is governed by the laws of the state or other jurisdictions where it is organized, and any limitations on that liability are not waived solely by reason of having transacted business in Alabama without registration.
(e) This division applies to a foreign entity transacting business in this state without registering with the Secretary of State.
(Acts 1993, No. 93-724, p. 1425, §52; §10-12-52; amended and renumbered by Act 2009-513, p. 967, §63; Act 2012-304, p. 666, §1; Act 2019-94, §2.)
(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 this state shall not impair the validity of any contract or act of the foreign entity and shall not prevent the foreign entity from defending any action or proceeding in any court of this state, but the foreign entity shall not maintain any action or proceeding in any court of this state until it has delivered to the Secretary of State for filing an application for registration or a statement of foreign limited liability partnership, as applicable, in accordance with Section 10A-1-7.04. A foreign filing entity, by transacting business in this state without filing an application for registration or a statement of foreign limited liability partnership, as applicable, appoints the Secretary of State as its agent for service of process with respect to causes of action arising out of the transaction of business or activities in this state. The liability of the owners, members, and managerial officials of a foreign filing entity is governed by the laws of the jurisdiction under whose laws it was formed or under which it is governed, and any limitations on that liability are not waived solely by reason of having transacted business in this state without filing an application for registration or a statement of foreign limited liability partnership, as applicable.
(b) The Attorney General may bring an action to restrain a foreign entity from transacting business in this state in violation of this title.
(Acts 1993, No. 93-724, p. 1425, §53; §10-12-53; amended and renumbered by Act 2009-513, p. 967, §63; Act 2018-125, §3.)
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 of foreign limited liability partnership fee, as applicable, for the foreign filing entity for each year of delinquency if the foreign filing entity has transacted business in this state for more than 90 days. The Secretary of State may condition the effectiveness of a registration on the payment of the late filing fee.
(Act 2009-513, p. 967, §64; Act 2018-125, §3.)
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 filing or registering requirements.
(Act 2009-513, p. 967, §64; Act 2018-125, §3.)
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, that is not permitted by this title to be transacted by the domestic entity to which it most closely corresponds, unless other law of this state authorizes the foreign entity to conduct the business, activity, not for profit activity, or any other activity, whether or not for profit.
(Act 2009-513, p. 967, §66; Act 2018-125, §3; Act 2019-94, §2.)
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 most closely corresponds.
(Act 2009-513, p. 967, §66; Act 2018-125, §3.)
Repealed by Act 2018-125, §7, effective January 1, 2019.
(Act 2009-513, p. 967, §66.)
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 foreign entity is a lawful owner or member, and the foreign entity’s participation in the management and control of the business and affairs of the domestic entity to the extent of the participation of other owners or members, are not invalidated if the foreign entity does not register to transact business in this state, subject to all law governing a domestic entity, including the antitrust law of this state.
(Act 2009-513, p. 967, §66; Act 2018-125, §3.)
(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 be the policy of the State of Alabama by passage of this section to promote and encourage industry and business in Alabama and specifically to induce the location within this state of the principal administrative office, principal distribution or manufacturing plant or principal place of business of foreign entities engaged in manufacturing, industrial, commercial, business, transportation, utility, public service, and research enterprises. This section shall be liberally construed in conformity with this intention.
(b) When a foreign entity that transacts only a portion of its business in this state has located, or is in the process of locating, its principal administrative office, its principal distribution or manufacturing plant or its principal place of business in this state, the authority, jurisdiction or power conferred by any law of this state on any agency, commission, department, or instrumentality of the state to control or regulate the foreign entity, its business, property, securities, or obligations shall not be deemed to apply to, and shall not be exercised with respect to, that portion of its business transacted or its property located without the state nor to the securities or obligations of the foreign entity; provided that nothing contained in this section shall be construed to repeal, alter, or modify any of the provisions of Title 8 relating to securities.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-15.11; amended and renumbered by Act 2009-513, p. 967, §67.)
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 of eminent domain and the same remedies for enforcing the rights as domestic entities of like kind and character possess.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-15.12; amended and renumbered by Act 2009-513, p. 967, §67; Act 2018-125, §3.)
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 constructing or operating a streetcar, electric light, telegraph, telephone or power lines, pipelines, or works in an adjoining state may extend its lines, tracks, ways, pipelines, or works into this state and connect with other lines, pipelines, ways or works of similar or like character and, for that purpose, may have and exercise the same rights, privileges, immunities and remedies as to right of eminent domain and condemnation proceedings as are had and exercised by domestic entities engaged in like or similar business.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-15.13; amended and renumbered by Act 2009-513, p. 967, §67; Act 2018-125, §3.)
(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 entity registered or granted authority to transact business in this state under:
(1) a special statute that does not contain a provision regarding a matter provided for by this title with respect to a foreign entity; or
(2) another statute that specifically provides that the general law for the granting of a registration or certificate of authority to the foreign entity to transact business in this state supplements the special statute.
(b) Except as otherwise provided by a special statute described by subsection (a), a document required to be filed with the Secretary of State under the special statute must be signed and filed in accordance with Article 4.
(Act 2009-513, p. 967, §69.)
A conversion of an entity may be accomplished as provided in this section:
(a) The plan of conversion must be in writing, and:
(1) must include the following:
(A) the name, type of entity, and mailing address of the principal office of the converting entity, and its unique identifying number or other designation as assigned by the Secretary of State, if any, before conversion;
(B) the name, type of entity, and mailing address of the principal office of the converted entity after conversion;
(C) the terms and conditions of the conversion, including the manner and basis for converting interests in the converting entity into any combination of money, interests in the converted entity, and other consideration allowed in subsection (b); and
(D) the organizational documents of the converted entity;
(2) may include other provisions relating to the conversion not prohibited by law; and
(3) at the time of the approval of the plan of conversion in accordance with subsection (c), the plan of conversion is not required to contain or have attached thereto any disclosure letter, disclosure schedules, or similar documents or instruments contemplated by the plan of conversion that modify, supplement, qualify, or make exceptions to representations, warranties, covenants, or conditions contained in the plan of conversion.
(b) In connection with a conversion, rights or securities of or interests in a converting entity may be exchanged for or converted into cash, property, or rights or securities of or interests in the converted entity, or, in addition to or in lieu thereof, may be exchanged for or converted into cash, property, or rights or securities of or interests in another entity, or may be cancelled.
(c) The plan of conversion of an entity must be approved as follows:
(1) CORPORATIONS.
(A) If a corporation is governed by Chapter 2A and that corporation is a converting entity, the plan of conversion under subsection (a) must be approved in accordance with Chapter 2A. If the conversion is a corporate action as described in Section 10A-2A-13.02, then the rights, obligations, and procedures under Article 13 of Chapter 2A shall be applicable to that conversion.
(B) If a corporation is governed by Chapter 3A and that corporation is a converting entity, the plan of conversion under subsection (a) must be approved in accordance with Chapter 3A.
(C) If a corporation is not governed by Chapter 2A or Chapter 3A and that corporation is a converting entity, the plan of conversion under subsection (a) must be approved in accordance with the law of the jurisdiction of formation of that corporation.
(2) LIMITED PARTNERSHIPS, INCLUDING LIMITED LIABILITY LIMITED PARTNERSHIPS. If a limited partnership is a converting entity, the plan of conversion under subsection (a) must be approved in accordance with Chapter 9A.
(3) LIMITED LIABILITY COMPANIES. If a limited liability company is a converting entity, the plan of conversion under subsection (a) must be approved in accordance with Chapter 5A.
(4) GENERAL PARTNERSHIPS, INCLUDING LIMITED LIABILITY PARTNERSHIPS. If a general partnership is a converting entity, the plan of conversion under subsection (a) must be approved in accordance with Chapter 8A. If a general partnership is the converting entity and that general partnership does not have an effective statement of partnership, statement of not for profit partnership, or statement of limited liability partnership on file with the Secretary of State, then that general partnership must, before proceeding with a conversion deliver to the Secretary of State for filing, a statement of partnership, statement of not for profit partnership, or statement of limited liability partnership simultaneously with the delivery to the Secretary of State for filing, of a statement of conversion.
(5) REAL ESTATE INVESTMENT TRUST. The terms and conditions of the plan of conversion under subsection (a) of a real estate investment trust must be approved by all of the trust’s shareholders or as otherwise provided in the trust’s declaration of trust; but in no case may the vote required for shareholder approval be set at less than a majority of all the votes entitled to be cast. No conversion of a real estate investment trust to a general or limited partnership may be effected without the consent in writing of each shareholder who will have personal liability with respect to the converted entity, notwithstanding any provision in the declaration of trust of the converting real estate investment trust providing for less than unanimous shareholder approval for the conversion.
(6) OTHER ENTITY. In the case of an entity not specified in subdivisions (1) through (5), a plan of conversion under subsection (a) must be approved in writing by all owners of that entity or, if the entity has no owners, then by all members of the governing authority of that entity.
(d) After the plan of conversion is approved pursuant to subsection (c):
(1) if the converting entity is a filing entity, the converting entity shall deliver to the Secretary of State for filing, a statement of conversion, which must include:
(A) the name, type of entity, and mailing address of the principal office of the converting entity, and its unique identifying number or other designation as assigned by the Secretary of State, if any, before conversion;
(B) a statement that the converting entity has been converted into the converted entity;
(C) the name and type of entity of the converted entity and the jurisdiction of its governing statute;
(D) the street and mailing address of the principal office of the converted entity;
(E) the date the conversion is effective under the governing statute of the converted entity;
(F) a statement that the conversion was approved as required by this chapter;
(G) a statement that the conversion was approved as required by the governing statute of the converted entity;
(H) a statement that a copy of the plan of conversion will be furnished by the converted entity, on request and without cost, to any owner of the converted or converting entity; and
(I) if the converted entity is a foreign entity not authorized to conduct activities and affairs in this state, the street and mailing address of an office for the purposes of Section 10A-1-8.04(b); and
(2) if the converted entity is (I) a filing entity, the converting entity shall deliver to the Secretary of State for filing a certificate of formation or (II) a general partnership, the converting entity shall deliver to the Secretary of State for filing a statement of partnership, a statement of not for profit partnership, or a statement of limited liability partnership, as applicable, which certificate of formation or statement of partnership, statement of not for profit partnership, or statement of limited liability partnership, as applicable, must include, in addition to the information required in the chapter governing the certificate of formation of the converted entity, the following:
(A) The name, mailing address of the principal office of, type of entity, and the jurisdiction of the governing statute of the converting entity and its unique identifying number or other designation as assigned by the Secretary of State, if any, before conversion;
(B) A statement that the converting entity has been converted into the converted entity;
(C) The filing office where the certificate of formation, if any, of the converting entity is filed and the date of the filing thereof;
(D) If the converted entity is one in which one or more owners lack limited liability protection, a statement that each owner of the converting entity who is to become an owner without limited liability protection of the converted entity has consented in writing to the conversion as required by this section; and
(E) A statement that the conversion was approved pursuant to this section and, if the converting entity is a foreign entity, that the conversion was approved as required by the governing statute of such foreign entity;
(3) if the converting entity is required pursuant to subdivisions (1) and (2) to deliver to the Secretary of State for filing both (I) a statement of conversion and (II)(A) a certificate of formation or (B) a statement of partnership, statement of not for profit partnership, or statement of limited liability partnership, as applicable, then the converting entity shall deliver the statement of conversion and the certificate of formation or the statement of partnership, statement of not for profit partnership, or statement of limited liability partnership, as applicable, to the Secretary of State simultaneously; and
(4) if the converting entity is a general partnership and that partnership does not have an effective statement of partnership, statement of not for profit partnership, or statement of limited liability partnership on file with the Secretary of State, then the converting entity must deliver to the Secretary of State for filing, a statement of partnership, statement of not for profit partnership, or statement of limited liability partnership simultaneously with the delivery to the Secretary of State for filing, of a statement of conversion.
(e) After a plan of conversion is approved and before the conversion takes effect, the plan may be amended or abandoned as provided in the plan, or if the plan does not provide for amendment or abandonment, in the same manner as required for the approval of the plan of conversion originally.
(f) A conversion becomes effective:
(1) if the converted entity is a filing entity, the effective date determined in accordance with Article 4 of this chapter; and
(2) if the converted entity is not a domestic filing entity, as provided by the governing statute of the converted entity.
(g) When a conversion becomes effective:
(1) all property and contract rights owned by the converting entity remain vested in the converted entity without transfer, reversion, or impairment, and the title to any property vested by deed or otherwise in the converting entity shall not revert or be in any way impaired by reason of the conversion;
(2) all debts, obligations, or other liabilities of the converting entity continue as debts, obligations, or other liabilities of the converted entity and neither the rights of creditors nor the liens upon the property of the converting entity shall be impaired by the conversion;
(3) an action or proceeding pending by or against the converting entity continues as if the conversion had not occurred and the name of the converted entity may, but need not, be substituted for the name of the converting entity in any pending action or proceeding;
(4) except as prohibited by law other than this chapter, all of the rights, privileges, immunities, powers, and purposes of the converting entity remain vested in the converted entity;
(5) except as otherwise provided in the statement of conversion, the terms and conditions of the statement of conversion take effect;
(6) except as otherwise agreed, for all purposes of the laws of this state, the converting entity shall not be required to wind up its affairs or pay its liabilities and distribute its assets, and the conversion shall not be deemed to constitute a dissolution of the converting entity;
(7) for all purposes of the laws of this state, the rights, privileges, powers, interests in property, debts, liabilities, and duties of the converting entity, shall be the rights, privileges, powers, interests in property, debts, liabilities, and duties of the converted entity, and shall not be deemed as a consequence of the conversion, to have been transferred to the converted entity;
(8) if the converted entity is a domestic entity, for all purposes of the laws of this state, the converted entity shall be deemed to be the same entity as the converting entity, and the conversion shall constitute a continuation of the existence of the converting entity in the form of the converted entity;
(9) if the converting entity is a domestic entity, the existence of the converted entity shall be deemed to have commenced on the date the converting entity commenced its existence in the jurisdiction in which the converting entity was first created, formed, organized, incorporated, or otherwise came into being;
(10) the conversion shall not affect the choice of law applicable to matters arising prior to conversion;
(11) if the Secretary of State has assigned a unique identifying number or other designation to the converting entity and (i) the converted entity is formed pursuant to the laws of this state, or (ii) the converted entity is, within 30 days after the effective date of the conversion, registered to transact business in this state, then that unique identifying number or other designation shall continue to be assigned to the converted entity; and
(12)(A) An owner with limited liability protection remains liable, if at all, for an obligation incurred by the converting entity before the conversion takes effect only to the extent, if any, the owner would have been liable if the conversion had not occurred.
(B) An owner with limited liability protection who becomes an owner without limited liability protection is liable for an obligation of the converted entity incurred after conversion to the extent provided for by the laws applicable to the converted entity.
(13) An owner without limited liability protection who as a result of a conversion becomes an owner of a converted entity with limited liability protection remains liable for an obligation incurred by the converting entity before the conversion takes effect only to the extent, if any, the owner would have been liable if the conversion had not occurred.
(h) If:
(1) the converting entity is a filing entity, a general partnership with an effective statement of partnership, statement of not for profit partnership, or statement of limited liability partnership on file with the Secretary of State, a foreign filing entity registered to transact business or not for profit activity in this state, or a qualified foreign limited liability partnership;
(2) the converted entity will be a filing entity, a general partnership with an effective statement of partnership, statement of not for profit partnership, or statement of limited liability partnership on file with the Secretary of State, a foreign filing entity registered to transact business or not for profit activity in this state, or a qualified foreign limited liability partnership;
(3) the name of the converting entity and the converted entity are to be the same, other than words, phrases, or abbreviations indicating the type of entity; and
(4) the name of the converted entity complies with Division A of Article 5 or Section 10A-1-7.07, as the case may be; then, notwithstanding Division B of Article 5, no name reservation shall be required and the converted entity shall for all purposes of this title be entitled to utilize the name of the converting entity without any further action by the converting entity or the converted entity.
(i) A certified copy of the statement of conversion may be delivered to the office of the judge of probate in any county in which the converting entity owned real property, to be recorded without payment and without collection by the judge of probate of any deed or other transfer tax or fee. The judge of probate shall, however, be entitled to collect a filing fee of five dollars ($5). Any filing shall evidence chain of title, but lack of filing shall not affect the converted entity’s title to the real property.
(Act 2000-211, p. 279, §2; §10-15-3; amended and renumbered by Act 2009-513, p. 967, §71; Act 2014-293, p. 1052, §1; Act 2018-125, §3; Act 2019-94, §2; Act 2020-73, §7; Act 2023-503, §2; Act 2025-281, §1.)
A merger of two or more entities, whether the other entity or entities are the same or another form of entity, may be accomplished as provided in this section.
(a) The plan of merger must be in writing, and:
(1) must include the following:
(A) the name, type of entity, and mailing address of the principal office of each entity that is a party to the merger, the jurisdiction of the governing statute of each entity that is a party to the merger, and the respective unique identifying number or other designation as assigned by the Secretary of State, if any, of each entity that is a party to the merger;
(B) the name, type of entity, and mailing address of the principal office of the surviving entity and, if the surviving entity is to be created pursuant to the merger, the surviving entity’s organizational documents;
(C) the terms and conditions of the merger, including the manner and basis for converting the interests in each entity that is a party to the merger into any combination of money, interests in the surviving entity, and other consideration as allowed by subsection (b); and
(D) if the surviving entity is not to be created pursuant to the merger, any amendments to be made by the merger to the surviving entity’s organizational documents;
(2) with respect to all entities other than nonprofit entities, a plan of merger may provide:
(A) that (i) any party to the plan of merger that fails to perform its obligations under the plan of merger in accordance with the terms and conditions of the plan of merger, or that otherwise fails to comply with the terms and conditions of the plan of merger, in each case, required to be performed or complied with prior to the time the merger becomes effective, or that otherwise fails to consummate, or fails to cause the consummation of, the merger (whether prior to a specified date, upon satisfaction or, to the extent permitted by law, waiver of all conditions to consummation set forth in the plan of merger, or otherwise) shall be subject, in addition to any other remedies available at law or in equity, to the penalties or consequences as are set forth in the plan of merger (which penalties or consequences may include an obligation to pay to the other party or parties to the plan of merger an amount representing, or based on the loss of, any premium or other economic entitlement the owners of the other party would be entitled to receive pursuant to the terms of the plan of merger if the merger were consummated in accordance with the terms of the plan of merger) and (ii) if, pursuant to the terms of the plan of merger, an entity is entitled to receive payment from another party to the plan of merger of any amount representing a penalty or consequence (as specified in clause (i) of this Section 10A-1-8.02(a)(2)(A)), the entity shall be entitled to enforce the other party’s payment obligation and, upon receipt of any payment, shall be entitled to retain the amount of the payment so received;
(B)(i) for the appointment, at or after the time at which the plan of merger is adopted by the owners of a domestic entity that is a party to the merger in accordance with the requirements of the statute governing that party, of one or more persons (which may include the surviving or resulting domestic entity or any officer, manager, representative or agent thereof) as representative of the owners of that domestic entity that is a party to the merger, including those whose ownership interests shall be cancelled, converted, or exchanged in the merger, and for the delegation to that person or persons of the sole and exclusive authority to take action on behalf of the owners pursuant to the plan of merger, including taking such actions as the representative determines to enforce (including by entering into settlements with respect to) the rights of the owners under the plan of merger, on the terms and subject to the conditions set forth in the plan of merger, and (ii) that any appointment pursuant to clause (i) of this Section 10A-1-8.02(a)(2)(B) shall be irrevocable and binding on all owners from and after the adoption of the plan of merger by the requisite vote of the owners pursuant to the statute governing that entity; and
(C) that any provision adopted pursuant to Section 10A-1-8.02(a)(2)(B) may not be amended after the merger has become effective or may be amended only with the consent or approval of persons specified in the plan of merger;
(3) a plan of merger may include other provisions relating to the merger not prohibited by law; and
(4) at the time of the approval of the plan of merger in accordance with subsection (c), the plan of merger is not required to contain or have attached thereto any disclosure letter, disclosure schedules, or similar documents or instruments contemplated by the plan of merger that modify, supplement, qualify, or make exceptions to representations, warranties, covenants, or conditions contained in the plan of merger.
(b) In connection with a merger, rights or securities of or interests in a merged entity may be exchanged for or converted into cash, property, or rights or securities of or interests in the surviving entity, or, in addition to or in lieu thereof, may be exchanged for or converted into cash, property, or rights or securities of or interests in another entity, or may be cancelled.
(c) The plan of merger of an entity must be approved as follows:
(1) CORPORATIONS.
(A) If a corporation is governed by Chapter 2A and that corporation is a party to a merger, a plan of merger under subsection (a) must be approved in accordance with Chapter 2A. If the merger is a corporate action as described in Section 10A-2A-13.02, then the rights, obligations, and procedures under Article 13 of Chapter 2A shall be applicable to that merger.
(B) If a nonprofit corporation is governed by Chapter 3A and that corporation is a party to a merger, a plan of merger under subsection (a) must be approved in accordance with Chapter 3A.
(C) If a corporation is not governed by Chapter 2A or Chapter 3A and that corporation is a party to a merger, the plan of merger under subsection (a) must be approved in accordance with the law of the jurisdiction of formation of that corporation.
(2) LIMITED PARTNERSHIPS. In the case of a limited partnership that is a party to the merger, a plan of merger under subsection (a) must be approved in accordance with Chapter 9A.
(3) LIMITED LIABILITY COMPANIES. In the case of a limited liability company that is a party to the merger, a plan of merger under subsection (a) must be approved in accordance with Chapter 5A.
(4) GENERAL PARTNERSHIPS, INCLUDING LIMITED LIABILITY PARTNERSHIPS. In the case of a general partnership that is a party to the merger, a plan of merger under subsection (a) must be approved in accordance with Chapter 8A. All general partnerships, other than a general partnership that is created pursuant to the merger, that are parties to a merger must have on file with the Secretary of State a statement of partnership, statement of not for profit partnership, or statement of limited liability partnership prior to delivering the statement of merger to the Secretary of State for filing.
(5) REAL ESTATE INVESTMENT TRUST. In the case of a real estate investment trust that is a party to the merger, a plan of merger under subsection (a) must be approved in writing by all of the trust’s shareholders or as otherwise provided in the trust’s declaration of trust, but in no case may the vote required for shareholder approval be set at less than a majority of all the votes entitled to be cast. No merger of a real estate investment trust with a general or limited partnership that is to be the surviving entity may be effected without the consent in writing of each shareholder who will have personal liability with respect to the surviving entity, notwithstanding any provision in the declaration of trust of the converting real estate investment trust providing for less than unanimous shareholder approval for the merger.
(6) OTHER ENTITY. In the case of an entity not specified in paragraphs (1) through (5) above, a plan of merger under subsection (a) must be approved in writing by all owners of that entity or, if the entity has no owners, then by all members of the governing authority of that entity.
(d) After each entity has approved the plan of merger pursuant to subsection (c), the entities must deliver to the Secretary of State for filing a statement of merger signed on behalf of each entity as provided by its governing statute which must include:
(1) the name, type of entity, and mailing address of the principal office of each entity that is a party to the merger, the jurisdiction of the governing statute of each entity that is a party to the merger, and the respective unique identifying number or other designation as assigned by the Secretary of State, if any, of each entity that is a party to the merger;
(2) the name, type of entity, and mailing address of the principal office of the surviving entity, the unique identifying number or other designation as assigned by the Secretary of State, if any, of the surviving entity, the jurisdiction of the governing statute of the surviving entity, and, if the surviving entity is created pursuant to the merger, a statement to that effect;
(3) for each general partnership, the date of the filing of the statement of partnership, statement of not for profit partnership, or statement of limited liability partnership, if any, and all prior amendments and the filing office or offices, if any, where such is filed;
(4) the date the merger is effective under the governing statute of the surviving entity;
(5) if the surviving entity is to be created pursuant to the merger, (i) if it will be a filing entity, its certificate of formation; or (ii) if it will be a non-filing entity, any document that creates the entity that is required to be in a public writing or in the case of a general partnership, its statement of partnership, statement of not for profit partnership, or statement of limited liability partnership, as applicable;
(6) if the surviving entity is a domestic entity that exists before the merger, any amendments provided for in the plan of merger for the organizational documents that created the domestic entity that are required to be in a public writing, or in the case of a general partnership, its statement of partnership, statement of not for profit partnership, or statement of limited liability partnership, as applicable;
(7) a statement as to each entity that the merger was approved as required by the entity’s governing statute;
(8) a statement that a copy of the plan of merger will be furnished by the surviving entity, on request and without cost, to any owner of any entity which is a party to the merger;
(9) if the surviving entity is a foreign entity not authorized to conduct activities and affairs in this state, the street and mailing address of an office for the purposes of Section 10A-1-8.04; and
(10) any additional information required by the governing statute of any entity that is a party to the merger.
(e) Prior to the statement of merger being delivered for filing to the Secretary of State in accordance with subsection (d), all parties to the merger that are general partnerships, other than a general partnership that is created pursuant to the merger, must have on file with the Secretary of State a statement of partnership, statement of not for profit partnership, or statement of limited liability partnership.
(f) After a plan of merger is approved and before the merger takes effect, the plan may be amended or abandoned as provided in the plan, or if the plan does not provide for amendment or abandonment, in the same manner as required for the approval of the plan of merger originally.
(g) If all of the entities that are parties to the merger are domestic entities, the merger becomes effective on the effective date determined in accordance with Article 4. If one or more parties to the merger is a foreign entity, or a foreign entity created by the merger is the surviving entity, the merger shall become effective at the later of:
(1) when all documents required to be filed in foreign jurisdictions to effect the merger have become effective, or
(2) the effective date determined in accordance with Article 4.
(h) When a merger becomes effective:
(1) the surviving entity continues or, in the case of a surviving entity created pursuant to the merger, comes into existence;
(2) each entity that merges into the surviving entity ceases to exist as a separate entity;
(3) except as provided in the plan of merger, all property owned by, and every contract right possessed by, each merging entity that ceases to exist vests in the surviving entity without transfer, reversion, or impairment and the title to any property and contract rights vested by deed or otherwise in the surviving entity shall not revert, be in any way impaired, or be deemed to be a transfer by reason of the merger;
(4) all debts, obligations, and other liabilities of each merging entity, other than the surviving entity, are debts, obligations, and liabilities of the surviving entity, and neither the rights of creditors, nor any liens upon the property of any entity that is a party to the merger, shall be impaired by the merger;
(5) an action or proceeding, pending by or against any merging entity that ceases to exist continues as if the merger had not occurred and the name of the surviving entity may, but need not be substituted in any pending proceeding for the name of any merging entity whose separate existence ceased in the merger;
(6) except as prohibited by law other than this chapter or as provided in the plan of merger, all the rights, privileges, franchises, immunities, powers, and purposes of each merging entity, other than the surviving entity, vest in the surviving entity;
(7) except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect;
(8) except as otherwise agreed, if a merged entity ceases to exist, the merger does not dissolve the merged entity;
(9) if the surviving entity is created pursuant to the merger:
(A) if it is a general partnership, the statement of partnership, statement of not for profit partnership, or statement of limited liability partnership becomes effective; or
(B) if it is an entity other than a partnership, the organizational documents that create the entity become effective;
(10) the interests in a merging entity that are to be converted in accordance with the terms of the merger into interests, obligations, rights to acquire interests, cash, other property, or any combination of the foregoing, are converted as provided in the plan of merger, and the former holders of interests are entitled only to the rights provided to them by those terms or to any appraisal or dissenters’ rights they may have under the governing statute governing the merging entity;
(11) if the surviving entity exists before the merger:
(A) except as provided in the plan of merger, all the property and contract rights of the surviving entity remain its property and contract rights without transfer, reversion, or impairment;
(B) the surviving entity remains subject to all its debts, obligations, and other liabilities; and
(C) except as provided by law other than this chapter or the plan of merger, the surviving entity continues to hold all of its rights, privileges, franchises, immunities, powers, and purposes.
(12) Service of process in an action or proceeding against a surviving foreign entity to enforce an obligation of a domestic entity that is a party to a merger may be made by registered mail addressed to the surviving entity at the address set forth in the statement of merger or by any method provided by the Alabama Rules of Civil Procedure. Any notice or demand required or permitted by law to be served on a domestic entity may be served on the surviving foreign entity by registered mail addressed to the surviving entity at the address set forth in the statement of merger or in any other manner similar to the procedure provided by the Alabama Rules of Civil Procedure for the service of process.
(13)(A) An owner of an entity with limited liability protection remains liable, if at all, for an obligation incurred prior to the merger by an entity that ceases to exist as a result of the merger only to the extent, if any, that the owner would have been liable under the laws applicable to owners of the form of entity that ceased to exist if the merger had not occurred.
(B) An owner with limited liability protection who, as a result of the merger, becomes an owner without limited liability protection of the surviving entity is liable for an obligation of the surviving entity incurred after merger to the extent provided for by the laws applicable to the surviving entity.
(14) An owner without limited liability protection of an entity that ceases to exist as a result of a merger and who as a result of the merger becomes an owner of a surviving entity with limited liability protection remains liable for an obligation of the entity that ceases to exist incurred before the merger takes effect only to the extent, if any, that the owner would have been liable if the merger had not occurred.
(i) A certified copy of the statement of merger required to be filed under this section may be filed in the real estate records in the office of the judge of probate in any county in which any merged entity owned real property, without payment and without collection by the judge of probate of any deed or other transfer tax or fee. The judge of probate, however, shall be entitled to collect a filing fee of five dollars ($5). Any such filing shall evidence chain of title, but lack of filing shall not affect the surviving entity’s title to such real property.
(j) Except as set forth in Section 10A-1-8.02(a)(4), for purposes of this Section 10A-1-8.02, a plan of merger, whether referred to as a plan of merger, an agreement of merger, a merger agreement, a plan and agreement of merger, an agreement and plan of merger, or otherwise, means a writing that includes the items required or allowed to be set forth therein and includes any agreement, instrument, or other document referenced therein or associated therewith that sets forth the terms and conditions of the merger.
(Act 2000-211, p. 279, §3; §10-15-4; amended and renumbered by Act 2009-513, p. 967, §71; Act 2014-293, p. 1052, §1; Act 2018-125, §3; Act 2019-94, §2; Act 2020-73, §7; Act 2023-503, §2; Act 2025-281, §1.)
This article is not exclusive. This article does not preclude any entity from being converted or merged under law other than this chapter.
(Acts 1996, No. 96-528, p. 685, §1; §10-8A-908; amended and renumbered by Act 2009-513, p. 967, §71; Act 2018-125, §3.)
(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 to a domestic entity, or a domestic entity may convert to a foreign entity in accordance with Section 10A-1-8.01 only if:
(1) The merger or conversion is permitted by the law of the state or country under whose law each foreign entity is formed and each foreign entity complies with that law in effecting the merger or conversion.
(2) In the case of a conversion, the foreign entity complies with the requirements of Section 10A-1-8.01.
(3) In the case of a merger, the foreign entity complies with the requirements of Section 10A-1-8.02.
(b) Upon the merger or conversion taking effect, the surviving foreign entity of a merger and the foreign converted entity in a conversion is deemed:
(1) To consent that service of process in a proceeding to enforce any obligation or any appraisal or dissenter’s rights of owners of each domestic entity a party to the merger or conversion may be made by registered mail addressed to the surviving or converted entity at the address set forth in the statement of merger or statement of conversion, as the case may be, or by any method provided by the Alabama Rules of Civil Procedure. Any notice or demand required or permitted by law to be served on the domestic entity may be served on the surviving or converted foreign entity by registered mail addressed to the surviving or converted entity at the address set forth in the plan of merger or statement of conversion, as the case may be, or in any other manner similar to the procedure provided by the Alabama Rules of Civil Procedure for the service of process;
(2) To consent to the jurisdiction of the courts of this state to enforce any debt, obligation, or other liability for which a converting or merging entity is liable if, before the conversion or merger, the converting or merging entity was subject to suit in this state on the debt, obligation, or other liability. If the foreign entity fails to designate or maintain a registered agent, or the designated registered agent cannot with reasonable diligence be served, then service of process on that foreign entity for the purposes of enforcing a debt, obligation, or other liability under this subsection may be made in the same manner and has the same consequences as provided in Section 10A-1-5.35; and
(3) To agree that it will promptly pay to dissenting owners with appraisal or dissenter’s rights, of each domestic entity that is a party to the merger or conversion the amount, if any, to which they are entitled under Alabama law.
(Act 2000-211, p. 279, §5; §10-15-6; amended and renumbered by Act 2009-513, p. 967, §71; Act 2014-293, p. 1052, §1; Act 2019-94, §2.)
This article does not apply to business corporations, nonprofit corporations, limited liability companies, general partnerships, and limited partnerships.
(Act 2018-125, §5; Act 2019-94, §2; Act 2023-503, §2.)
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 contingent, matured or unmatured.
(2) WINDING UP. The process of winding up the business and affairs of a domestic entity as a result of the occurrence of an event requiring winding up.
(Act 2009-513, p. 967, §73; §10A-1-9.01 renumbered by Act 2018-125, §4.)
The dissolution of a domestic entity shall be as specified in the chapter of this title applicable to the entity.
(Act 2009-513, p. 967, §75.)
(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 the extent necessary to wind up its business;
(2) collect and sell its property to the extent the property is not to be distributed in kind to the domestic entity’s owners or members; and
(3) perform any other act required to wind up its business and affairs.
(b) During the winding up process, the domestic entity may prosecute or defend a civil, criminal, or administrative action and perform any other act appropriate to wind up its business and affairs, including sending notice of the winding up to known claimants or publishing notice of the winding up to unknown claimants.
(Act 2009-513, p. 967, §75.)
(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 the effective date of the dissolution of that dissolved domestic entity.
(b) A dissolved domestic entity shall give notice of the dissolution in writing to the holder of any known claim. The notice must:
(1) Identify the dissolved domestic entity;
(2) Describe the information required to be included in a claim;
(3) Provide a mailing address to which the claim is to be sent;
(4) State the deadline, which may not be fewer than 120 days from the effective date of the notice, by which the dissolved domestic entity must receive the claim; and
(5) State that if not sooner barred, the claim will be barred if not received by the deadline.
(c) Unless sooner barred by any other statute limiting actions, a claim against a dissolved domestic entity is barred:
(1) If a claimant who was given notice under subsection (b) does not deliver the claim to the dissolved domestic entity by the deadline;
(2) If a claimant whose claim was rejected by the dissolved domestic entity does not commence a proceeding to enforce the claim within 90 days from the effective date of the rejection notice.
(d) For purposes of this section, “known claim” or “claim” includes unliquidated claims but does not include a contingent liability that has not matured so that there is no immediate right to bring suit, or a claim based on an event occurring after the effective date of dissolution.
(e) Nothing in this section shall be deemed to extend any otherwise applicable statute of limitations.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-14.06; amended and renumbered by Act 2009-513, p. 967, §77; Act 2018-125, §6.)
(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 accordance with the notice.
(b) The notice authorized by subsection (a) must:
(1) Be published at least one time in a newspaper of general circulation in the county in which the dissolved domestic entity’s principal office is located, or, if it has none in this state, in the county in which the dissolved domestic entity’s registered office, is or was last located;
(2) Describe the information that must be included in a claim and provide a mailing address to which the claim is to be sent; and
(3) State that if not sooner barred, a claim against the dissolved domestic entity will be barred unless a proceeding to enforce the claim is commenced within two years after the publication of the notice.
(c) If a dissolved domestic entity publishes a newspaper notice in accordance with subsection (b), unless sooner barred by any other statute limiting actions, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved domestic entity within two years after the publication date of the newspaper notice:
(1) A claimant who was not given notice under Section 10A-1-9.21;
(2) A claimant whose claim was timely sent to the dissolved domestic entity but not acted on by the dissolved domestic entity; and
(3) A claimant whose claim is contingent at the effective date of the dissolution of the dissolved domestic entity, or is based on an event occurring after the effective date of the dissolution of the dissolved domestic entity.
(d) A claim that is not barred under this section, any other statute limiting actions, or Section 10A-1-9.21 may be enforced:
(1) Against a dissolved domestic entity, to the extent of its undistributed assets; and
(2) If the assets of a dissolved domestic entity have been distributed after dissolution, against the person or persons owning ownership interests in the dissolved domestic entity to the extent of that person’s proportionate share of the claim or of the assets of the dissolved domestic entity distributed to that person after dissolution, whichever is less, but a person’s total liability for all claims under subsection (d) may not exceed the total amount of assets distributed to that person after dissolution of the dissolved domestic entity.
(e) Nothing in this section shall be deemed to extend any otherwise applicable statute of limitations.
(f) If a claim has been satisfied, disposed of, or barred under Section 10A-1-9.21, this section, or other law, the person or persons designated to wind up the affairs of a dissolved domestic entity, and the owners of the ownership interests receiving assets from the dissolved domestic entity, shall not be liable for that claim.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-14.07; amended and renumbered by Act 2009-513, p. 967, §77; Act 2018-125, §6.)
(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 specified in the chapter of this title governing the entity. If the chapter of this title does not specify a time within which a revocation must be made, revocation of a voluntary decision to dissolve must be made before winding up of the entity is complete.
(b) A domestic entity may continue its business following the revocation of a voluntary decision to wind up under subsection (a).
(Act 2009-513, p. 967, §79.)
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 this title applicable to the entity does not provide for reinstatement, the entity may be reinstated if the legal existence of the entity is necessary to:
(1) convey or assign property;
(2) settle or release a claim or liability;
(3) take an action; or
(4) sign an instrument or agreement.
(Act 2009-513, p. 967, §79.)