Title 10A — Title 10A

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 …

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. History: (Act 2009-513, p…

(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 success…

(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 in…

The certificate of formation of an enterprise may restrict the circumstances under which the enterprise must or may indemnify a person under this division. History: (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 per…

(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 ag…

(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 d…

(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 determin…

Governing Persons. (a) Notwithstanding any other provision of this chapter but subject to subsection (d) and to the extent consistent with other law, an enterprise may indemnify and advance expenses to a person who is not a governing person, including an officer, employee, agent,…

Witnesses. Notwithstanding any other provision of this chapter, an enterprise may pay or reimburse reasonable expenses incurred by a governing person, officer, employee, agent, delegate, or other person in connection with that person’s appearance as a witness or other participati…

(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 liabil…

(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…

(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…

(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. …

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 con…

(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 liabi…

(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, o…

(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 partner…

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 corpor…

until August 1, 2026.] 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 c…

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 corporatio…

(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 entit…

(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 cou…

(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 enti…

(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…

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 …

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. History: (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 th…

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. History: (Act 2009-513, p. 967, §66; Act 2018-125, §3.)

Repealed by Act 2018-125, §7, effective January 1, 2019. History: (Act 2009-513, p. 967, §66.)

Domestic Entities. A vote cast or consent provided by a foreign entity with respect to its ownership or membership interest in a domestic entity of which the foreign entity is a lawful owner or member, and the foreign entity’s participation in the management and control of the bu…

Control or Regulation. (a) The public interest lying in the promotion of business and industry in this state, it is the intent of the Legislature and declared to be the policy of the State of Alabama by passage of this section to promote and encourage industry and business in Ala…

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. History: (…

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 …

(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 pr…

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 identi…

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 mailin…

This article is not exclusive. This article does not preclude any entity from being converted or merged under law other than this chapter. History: (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 …

This article does not apply to business corporations, nonprofit corporations, limited liability companies, general partnerships, and limited partnerships. History: (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…

The dissolution of a domestic entity shall be as specified in the chapter of this title applicable to the entity. History: (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…

(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 di…

(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 n…

(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…

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 entit…

Repealed by Act 2019-94, §3, effective January 1, 2021. History: (Acts 1994, No. 94-245, p. 343, §1; §10-2B-1.01; amended and renumbered by Act 2009-513, p. 967, §81.)

Repealed by Act 2019-94, §3, effective January 1, 2021. History: (Acts 1994, No. 94-245, p. 343, §1; §10-2B-1.20; amended and renumbered by act 2009-513, p. 967, §83.)