Title 10A — Title 10A

(a) This chapter and the provisions of Chapter 1 to the extent applicable to nonprofit corporations may be cited as the Alabama Nonprofit Corporation Law. (b) The provisions of this chapter relating to nonprofit corporations shall apply to: (1) All nonprofit corporations organize…

As used in this chapter, unless otherwise specified or unless the context otherwise requires, the following terms have the following meanings: (1) CERTIFICATE OF INCORPORATION means the certificate of incorporation described in Section 10A-3A-2.02, all amendments to the certifica…

(a) A notice under this chapter must be in writing unless oral notice is reasonable in the circumstances. Unless otherwise agreed between the sender and the recipient, words in a notice or other communication under this chapter must be in English. (b) A notice or other communicat…

(a) Whenever any filing instrument is to be delivered to the Secretary of State for filing in accordance with this chapter, the instrument shall be executed as follows: (1) Except as provided in subsection (a)(3), the certificate of incorporation, and any other instrument to be f…

(a) The Secretary of State, upon request and payment of the requisite fee, shall furnish to any person a certificate of existence for a nonprofit corporation if the writings filed in the office of the Secretary of State show that the nonprofit corporation has been incorporated un…

In this Division: (1) “CORPORATE ACTION” means any action taken by or on behalf of the nonprofit corporation, including any action taken by the incorporator, the board of directors, a committee of the board of directors, an officer or agent of the nonprofit corporation, or the me…

(a) A defective corporate action shall not be void or voidable if ratified in accordance with Section 10A-3A-1.22 or validated in accordance with Section 10A- 3A-1.27. (b) Ratification under Section 10A-3A-1.22 or validation under Section 10A-2A-1.27 shall not be deemed to be the…

(a) To ratify a defective corporate action under this section (other than the ratification of an election of the initial board of directors under subsection (b)), the board of directors shall take action ratifying the action in accordance with Section 10A-3A-1.23, stating: (1) th…

(a) The quorum and voting requirements applicable to a ratifying action by the board of directors under Section 10A-3A-1.22(a) shall be the quorum and voting requirements applicable to the corporate action proposed to be ratified at the time the ratifying action is taken. (b) If …

(a) In a membership nonprofit corporation, unless member approval is required under Section 10A-3A-1.22(c), prompt notice of an action taken under Section 10A- 3A-1.22 shall be given to each holder of a valid and putative membership interest in the membership nonprofit corporatio…

From and after the validation effective time, and without regard to the 120-day period during which a claim may be brought under Section 10A-3A-1.27: (a) Each defective corporate action ratified in accordance with Section 10A-3A-1.22 shall not be void or voidable as a result of t…

(a) If the defective corporate action ratified under this Division B of Article 1 would have required under any other section of this chapter a filing instrument to be delivered to a filing officer for filing and either (i) the filing instrument requires any change to give effect…

(a) Upon application by the nonprofit corporation, any successor entity to the nonprofit corporation, a director of the nonprofit corporation, any member (if applicable) of the nonprofit corporation, including any member as of the date of the defective corporate action ratified u…

2026.] AMENDED BY ACT 2026-495, EFFECTIVE AUGUST 1, 2026. SEE ACT FOR REVISED LANGUAGE. (a) A “qualified director” is a director who, at the time action is to be taken under: (1) Section 10A-3A-2.02(b)(6), is not a director (i) to whom the limitation or elimination of the duty of…

(a) A membership nonprofit corporation has delivered written notice or any other report or statement under this chapter, the certificate of incorporation, or the bylaws to all members who share a common address if: (1) the membership nonprofit corporation delivers one copy of the…

(a) The law of the jurisdiction of formation of a foreign nonprofit corporation governs: (1) the incorporation and internal affairs of the foreign nonprofit corporation; (2) the liability of its members as members for the debts, obligations, or other liabilities of the foreign no…

Nonprofit Corporation. In a membership nonprofit corporation: (a) No approval of the members or any person or group of persons specified in the certificate of incorporation is required, unless the certificate of incorporation otherwise provides: (1) to sell, lease, exchange, or o…

Corporation. (a) A sale, lease, exchange, or other disposition of assets, other than a disposition described in Section 10A-3A-10.01, requires approval of the membership nonprofit corporation’s members if the disposition would leave the membership nonprofit corporation without a …

In a nonmembership nonprofit corporation: (a) Unless the certificate of incorporation otherwise provides: (1) a sale, lease, exchange, mortgage, pledge, or other disposition of all, or substantially all, the property and assets of the nonmembership nonprofit corporation may be ap…

(a) The certificate of incorporation of a membership nonprofit corporation may require that a disposition of assets under either or both Section 10A-3A-10.01 and Section 10A-3A-10.02 be approved in writing by a specified person or group of persons in addition to the board of dire…

A majority of the incorporators or initial directors of a nonprofit corporation that has not commenced activity may dissolve the nonprofit corporation by delivering to the Secretary of State for filing a certificate of dissolution that sets forth: (1) the name of the nonprofit co…

(a) The board of directors of a membership nonprofit corporation may propose dissolution for submission to the members by first adopting a resolution authorizing the dissolution. (b) For a proposal to dissolve to be adopted, it shall then be approved by the members entitled to vo…

Except as otherwise provided in the certificate of incorporation: (1) the dissolution of a nonmembership nonprofit corporation may be approved by the board of directors; and (2) the dissolution of the nonmembership nonprofit corporation approved by the board of directors under th…

(a) The certificate of incorporation of a membership nonprofit corporation may require that a dissolution of a membership nonprofit corporation under Section 10A- 3A-11.02 be approved in writing by a specified person or group of persons in addition to the board of directors and m…

(a) At any time after dissolution is authorized, the nonprofit corporation may dissolve by delivering to the Secretary of State for filing a certificate of dissolution setting forth: (1) the name of the nonprofit corporation; (2) the date that dissolution was authorized; (3) if d…

(a) A nonprofit corporation may revoke its dissolution within 120 days after its effective date and be reinstated. (b) Revocation of dissolution and reinstatement shall be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocati…

(a) A dissolved nonprofit corporation continues its existence as a nonprofit corporation but may not carry on any activity except as is appropriate to wind up and liquidate its activities and affairs, including: (1) collecting its assets; (2) disposing of its properties that will…

(a) A dissolved nonprofit corporation may dispose of any known claims against it by following the procedures described in subsection (b) at any time after the effective date of the dissolution of the nonprofit corporation. (b) A dissolved nonprofit corporation may give written no…

(a) A dissolved nonprofit corporation may publish notice of its dissolution and request that persons with claims against the dissolved nonprofit corporation present them in accordance with the notice. (b) The notice authorized by subsection (a) must: (1) be published at least one…

(a) Directors shall cause the dissolved nonprofit corporation to discharge or make reasonable provision for the payment of claims and make distributions in liquidation of assets to the persons designated to receive the assets of the dissolved nonprofit corporation after payment o…

The circuit court for the county in which the nonprofit corporation’s principal office is located in this state, and if none in this state, the circuit court for the county in which the nonprofit corporation’s most recent registered office is located may dissolve a nonprofit corp…

(a) Venue for a proceeding by the Attorney General to dissolve a nonprofit corporation lies in circuit court for the county in which the nonprofit corporation’s principal office is located in this state, and if none in this state, in the circuit court for the county in which the …

(a) A court in a judicial proceeding brought to dissolve a nonprofit corporation may (i) appoint one or more receivers to wind up and liquidate, (ii) appoint one or more custodians to manage the activities and affairs of the nonprofit corporation, or (iii) appoint one or more cus…

(a) If after a hearing the court determines that one or more grounds for judicial dissolution described in Section 10A-3A-11.20 exist, the court may enter a decree dissolving the nonprofit corporation and specifying the effective date of the dissolution. If the court enters a dec…

Assets of a dissolved nonprofit corporation that should be transferred to a creditor, claimant, or a person designated to receive the assets of the nonprofit corporation who cannot be found or who is not competent to receive them shall be reduced to cash and deposited with the St…

As used in this article, unless the context otherwise requires, the following terms mean: (1) CONSTITUENT CORPORATION means a constituent organization that is a nonprofit corporation. (2) CONSTITUENT ORGANIZATION means an organization that is party to a merger under this article.…

(a) A nonprofit corporation may merge with one or more other constituent organizations pursuant to this article, and a plan of merger, if: (1) the governing statute of each of the other organizations authorizes the merger; (2) the merger is not prohibited by the law of a jurisdic…

In the case of a membership nonprofit corporation that is a constituent organization, the plan of merger shall be adopted in the following manner: (a) The plan of merger shall first be adopted by the board of directors. (b) Except as provided in subsection (h), the plan of merger…

In the case of a merger of a nonmembership nonprofit corporation the plan of merger shall be adopted in the following manner: (a) The plan of merger shall be adopted by the board of directors; and (b) A plan of merger adopted by the board of directors under this section must also…

(a) After a plan of merger has been adopted and approved as required by this article, then a statement of merger shall be signed by each party to the merger. The statement of merger must set forth: (1) the name, type of organization, and mailing address of the principal office of…

(a) When a merger becomes effective: (1) the surviving organization continues or, in the case of a surviving organization created pursuant to the merger, comes into existence; (2) each constituent organization that merges into the surviving organization ceases to exist as a separ…

(a) After a plan of merger has been adopted and approved as required by this Article 12, and before the statement of merger has become effective, the plan may be abandoned by a nonprofit corporation that is a party to the plan without action by its members, if any, or a person or…

(a) The certificate of incorporation of a membership nonprofit corporation may require that a merger under this article or under Article 8 of Chapter 1 be approved in writing by a specified person or group of persons in addition to the board of directors and members. (b) The cert…

This article is not exclusive. This article does not preclude a nonprofit corporation from merging under law other than this chapter. History: (Act 2023-503, §1.)

As used in this article, unless the context otherwise requires, the following terms mean: (1) CONVERTED ORGANIZATION means the organization into which a converting organization converts pursuant to this article. (2) CONVERTING NONPROFIT CORPORATION means a converting organization…

(a) An organization other than a nonprofit corporation may convert to a nonprofit corporation, and a nonprofit corporation may convert to an organization other than a nonprofit corporation pursuant to this article, and a plan of conversion, if: (1) the governing statute of the or…

In the case of a conversion of a membership nonprofit corporation the plan of conversion shall be adopted in the following manner: (a) The plan of conversion shall first be adopted by the board of directors. (b) The plan of conversion shall then be approved by the members entitle…

Corporation. In the case of a conversion of a nonmembership nonprofit corporation the plan of conversion shall be adopted in the following manner: (a) The plan of conversion shall be adopted by the board of directors; and (b) A plan of conversion adopted by the board of directors…

(a) After a plan of conversion is approved: (1) if the converting organization is an organization formed under, or its internal affairs are governed by, the laws of this state, the converting organization shall file a statement of conversion in accordance with subsection (c), whi…

(a) A plan of conversion of a converting organization that is a nonprofit corporation may be amended: (1) in the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or (2) in the manner provided in the plan, except that if…