Title 10A

Prior to January 1, 1984, person or persons may form a professional association by executing and recording the certificate of formation in the office of the judge of probate of the county in which the principal office of the association is located, and must be by the judge record…

A professional association may be organized only for the purpose of rendering one specific kind of professional service and shall not engage in any business other than rendering the professional service for which it was organized. However, it may invest its funds in real estate, …

A professional association organized pursuant to this article may issue stock or certificates of evidence of ownership of an interest in the assets of the professional association to the members of a stock-type association, or the association may be a nonstock organization with t…

A professional association organized pursuant to this article shall be governed by a board of governors elected by the members or shareholders and represented by officers elected by the board of governors, so that centralization of management will be assured, and no member shall …

A professional association organized pursuant to the provisions of this article may contract in its own name, take, hold, and sell real and personal property in its own name, independent of its members, and sue and be sued as independent entities as now provided by law. Any conve…

A professional association shall, within 30 days after the organization of the professional association pursuant to this article and within 30 days after November 1 of each year thereafter, furnish a statement to the Secretary of State showing the names and post office addresses …

This article does not modify any law applicable to the relationship between a person furnishing professional services and a person receiving the service, including liability for tort arising out of such professional service and including the confidential relationship between the …

A professional association may render professional services only through officers, employees, and agents who are themselves duly licensed or otherwise legally authorized to render professional service within this state. The term “employee,” as used in this section, does not inclu…

If any member, shareholder, agent, or employee of a professional association becomes legally disqualified to render a professional service within the state or accepts employment or is elected to a public office that, pursuant to existing law, is a restriction or limitation upon r…

If the governing documents of a professional association fail to fix a price at which a professional association or its members or shareholders may purchase the membership or shares of a deceased, retired, expelled, or disqualified member or shareholder and if the governing docum…

Unless the certificate of formation expressly provide otherwise, a professional association shall continue as a separate entity independent of its members or shareholders for all purposes for such period of time as provided in the certificate of formation or until dissolved by a …

In the event of dissolution of a stock-type professional association, the board of governors, as trustees of the property of such professional association, shall apply the assets first to the payment of debts of the association and, secondly, to the holders of the stock as provid…

(a) This article applies to all close corporations, as defined in Section 10A-30-2.02. (b) All provisions of this article shall be applicable to all close corporations as defined in Section 10A-30-2.02 except insofar as this article otherwise provides. (c) Neither election to bec…

(a) A close corporation is a corporation organized under former Chapter 2A of former Title 10 whose certificate of formation contains the provisions required by former Section 10-2A-91 or a successor statute, including Section 10A-2-2.02 and, in addition, provide that: (1) The co…

A close corporation which was formed in accordance with former Sections 10-2A-90 through 10-2A-96 must have been authorized by the affirmative vote of all holders of and subscribers to shares of the corporation, and: (1) The certificate of formation contains a heading stating the…

(a) A corporation may voluntarily terminate its status as a close corporation and cease to be subject to this article by amending its certificate of formation to delete therefrom the additional provisions required or permitted by Section 10A-30-2.02 to be stated in the certificat…

(a) If shares of a close corporation are issued or transferred to any person who is not entitled under any provision of the certificate of formation permitted by Section 10A-30-2.02 to be a holder of record of shares of the corporation, and if the certificate for shares conspicuo…

If a restriction on transfer of shares of a close corporation is held not to be authorized by the Alabama Business Corporation Law, the corporation shall nevertheless have an option for a period of 30 days after the judgment setting aside the restriction becomes final, to acquire…

A written agreement among the shareholders of a close corporation holding a majority of the outstanding shares entitled to vote, whether solely among themselves or with a party not a shareholder, is not invalid, as between the parties to the agreement, on the ground that it so re…

The certificate of formation of a close corporation may provide that the business of the corporation shall be managed by the shareholders of the corporation rather than by a board of directors. So long as this provision continues in effect: (1) No meeting of shareholders need be …

(a) The circuit court of the county in which the corporation has its registered office or any court in such place having jurisdiction, upon application of any shareholder, may appoint one or more persons to be custodians, and, if the corporation is insolvent, to be receivers, of …

(a) Notwithstanding any contrary provision of the governing documents or agreement of the shareholders, the circuit court of the county in which the registered office of the corporation is located may appoint a provisional director for a close corporation if the directors are so …

No written agreement among shareholders of a close corporation, nor any provision of the governing documents of the corporation, which agreement or provision relates to any phase of the affairs of such corporation, including but not limited to the management of its business or de…

(a) The certificate of formation of any close corporation may include a provision granting to any shareholder, or to the holders of any specified number or percentage of shares of any class of shares, an option to have the corporation dissolved at will or upon the occurrence of a…

This article shall not be deemed to repeal any statute or rule of law which is or would be applicable to any corporation which is governed by the Alabama Business Corporation Law but is not a close corporation. (Acts 1980, No. 80-633, p. 1094, §174; §10-2A-313; amended and renumb…