Title 10A — Title 10A

(a) A real estate investment trust organized under this chapter shall file its declaration of trust in the same manner as the certificate of formation of an Alabama domestic filing entity and shall be subject in all respects to the provisions of Article 4 of Chapter 1, governing …

(a) A real estate investment trust may provide by its declaration of trust any of the following: (1) That any specified class of shares is preferred over another class as to its distributive share of the assets on voluntary or involuntary liquidation of the real estate investment…

Unless the declaration of trust provides otherwise, the shareholders of a real estate investment trust may remove any trustee with or without cause by the affirmative vote of a majority of all the votes entitled to be cast for the election of trustees. History: (Acts 1995, No. 95…

A real estate investment trust has the power to: (1) Unless the declaration of trust provides otherwise, have perpetual existence unaffected by any rule against perpetuities. (2) Sue, be sued, complain, and defend in all courts. (3) Transact its business, carry on its operations,…

(a) A real estate investment trust shall hold, either directly or through other entities, assets of such character, in such percentages, and for such uses as permitted by Sections 856 to 860, inclusive, of the Internal Revenue Code, as amended from time to time. (b) Except as pro…

(a) Each year, a real estate investment trust doing business in this state shall prepare an annual report of its operations. The report shall include a balance sheet, an income statement, and a surplus statement. (b) The financial statements in the annual report shall be certifie…

A shareholder has the same right to inspect the records of the real estate investment trust as a shareholder of a corporation under the Alabama Business Corporation Law. History: (Acts 1995, No. 95-628, p. 1317, §12; §10-13-12; amended and renumbered by Act 2009-513, p. 967, §308…

(a) A real estate investment trust shall pay the filing fees required under Section 10A-1-4.31. (b) In computing fees under this section, a real estate investment trust shall treat its declaration of trust in the same manner as a certificate of formation. History: (Acts 1995, No.…

(a) Except as provided in subsection (c) of Section 10A-10-1.06 or subdivision (7) of subsection (a) of Section 10A-10-1.07, a declaration of trust may be amended only as provided in this section. (b) The board of trustees of a real estate investment trust proposing an amendment …

(a) For purposes of this section, the following words shall have the respective meanings ascribed to them: (1) ALABAMA REAL ESTATE INVESTMENT TRUST. A real estate investment trust organized in compliance with the provisions of this chapter. (2) BUSINESS TRUST. a. An entity descri…

(a) A real estate investment trust may terminate its existence by voluntary dissolution and wind up its business and affairs in the manner and on the grounds provided in the Alabama Business Corporation Law. (b) A real estate investment trust may curtail or cease its trust activi…

The liability of a real estate investment trust extends to as much of the trust estate, including the whole, as necessary to discharge the liability. History: (Acts 1995, No. 95-628, p. 1317, §17; §10-13-17; amended and renumbered by Act 2009-513, p. 967, §308.)

No holder of the shares of, or beneficial interest in, a real estate investment trust shall be personally liable for any liabilities, duties or obligations of, or claims against, the real estate investment trust, whether arising before or after the holder became the owner or hold…

(a) Subject to the provisions of subsection (b), a trustee of a real estate investment trust is not personally liable for the obligations of the real estate investment trust. (b) If a trustee otherwise would be liable, the provisions of this subsection do not relieve the trustee …

In an action against a real estate investment trust doing business in the state, process shall be served on any officer or resident agent of the real estate investment trust or by any method permitted under Section 10A-1-5.31, 10A-1-5.35, or 10A-1-5.36, and any notice or demand p…

(a) A real estate investment trust shall be subject to the tax imposed by Section 40- 18-31, provided, that for purposes of Section 40-18-33, the “net income” of a real estate investment trust shall mean “real estate investment trust taxable income” as defined in 26 U.S.C. Sectio…

Reserved.

A domestic or foreign corporation or any “qualified REIT subsidiary” of the domestic or foreign corporation as defined in 26 U.S.C. Section 856(i), otherwise in compliance with the provisions of Chapters 1 and 2, that elects to be treated as a real estate investment trust under 2…

Distributions made from ordinary income by a real estate investment trust are income. All other distributions made by the trust, including distributions from capital gains, depreciation, or depletion, whether in the form of cash or an option to take new stock or cash or an option…

This chapter and the provisions of (A) Chapter 1 and (B) Chapter 2 or Chapter 2A, as applicable, to the extent applicable to employee cooperative associations may be cited as the Alabama Employee Cooperative Corporations Law. History: (Act 97-949, p. 524, §1; §10-14-1; amended an…

As used in this chapter, the following words shall have the following meanings: (1) COLLECTIVE RESERVE ACCOUNT. An internal capital account that represents the portion of the net book value of the corporation attributable to the cooperative. (2) EMPLOYEE COOPERATIVE. A corporatio…

Any corporation governed by the Alabama Business Corporation Law may elect to be governed as an employee cooperative under this chapter, by so stating in its certificate of formation or certificate of amendment filed in accordance with the Alabama Business Corporation Law. Histor…

An employee cooperative may revoke its election under this chapter by a vote of two-thirds of the members and through articles of amendment filed in accordance with the Alabama Business Corporation Law. History: (Act 97-949, p. 524, §4; §10-14-4; amended and renumbered by Act 200…

An employee cooperative may include the word “cooperative” or “co-op” in its corporate name, provided, however, that the name shall not include the words “electric” or “power”. History: (Act 97-949, p. 524, §5; §10-14-5; amended and renumbered by Act 2009- 513, p. 967, §312.)

(a) The governing documents shall establish qualifications and the method of acceptance and termination of members. No person may be accepted as a member unless employed by the employee cooperative on a full-time or part-time basis. In order to qualify for membership, part-time e…

(a) The bylaws of an employee cooperative shall provide for the election, terms, classification, if any, and removal of directors and officers. (b) Nonmembers may serve as directors or officers of an employee cooperative but at no time shall the number of nonmember directors or o…

Stockholders. (a) No capital stock other than membership shares shall be given voting power in an employee cooperative, except as otherwise provided in this chapter. (b) Notwithstanding any other provision of law, the power to amend or repeal bylaws of an employee cooperative sha…

(a) The net earnings or losses of an employee cooperative shall be apportioned and distributed at such times and in such manner as the governing documents specify. Net earnings declared as patronage allocations with respect to a period of time, and paid or credited to members, sh…

(a) Any employee cooperative may establish through its governing documents a system of internal capital accounts, to reflect the book value and to determine the redemption price of membership shares, capital stock, and written notices of allocation. (b) The governing documents of…

(a) An internal capital account cooperative is a worker cooperative whose entire net book value is reflected in internal capital accounts, one for each member, and a collective reserve account, and in which no persons other than members own capital stock. In an internal capital a…

Cooperatives. (a) When an employee cooperative revokes its election in accordance with Section 10A-11-1.04, the certificate of amendment shall provide for conversion of membership shares and internal capital accounts or their conversion to securities or other property in a manner…

A business trust is an express trust created by a written declaration of trust whereby property is conveyed to one or more trustees, who hold and manage the same for the benefit and profit of such persons as may be or become the holders of transferable certificates evidencing the…

A business trust may be established by a declaration of trust, duly executed by one or more trustees, for any lawful purpose including, but not limited to, acquiring, managing, improving, leasing, dealing in, selling, or otherwise alienating, mortgaging, or otherwise incumbering …

The trustees shall hold the legal title to all property at any time belonging to the business trust. They shall have control over the property as well as the control and management of the business and affairs of the business trust. Liability to third persons for any act, omission…

The beneficial ownership in a business trust may be evidenced by certificates issued by the trustees. These beneficial interests, whether certificated or uncertificated, shall be transferable in the same manner as stock of a corporation is transferable. No assessment shall be mad…

(a) The written declaration of trust may provide for the election of successor trustees in the event of the death, resignation, and removal of a trustee and may provide for the amendment of the declaration of trust. The declaration of trust may also contain other provisions regar…

Alienation Not Violated. A business trust shall not be deemed invalid as violating the rule against perpetuities or the law against suspension of the powers of alienation. Such trust may continue for the time as may be necessary to accomplish the purposes for which it may be crea…

A business trust may be sued for debts and other obligations incurred by the trustees in the performance of their duties under the declaration of trust and for any damages resulting from the negligence of the trustees, and its property shall be subject to attachment and execution…

This chapter together with applicable provisions of Chapter 1 may be cited as the Alabama Unincorporated Nonprofit Association Law. History: (Acts 1995, No. 95-527, p. 1064, §1; §10-3B-1; amended and renumbered by Act 2009-513, p. 967, §320.)

AMENDED BY ACT 2026-495, EFFECTIVE AUGUST 1, 2026. SEE ACT FOR REVISED LANGUAGE. In this chapter: (1) “Member” means a person who, under the rules or practices of a nonprofit association, may participate in the selection of persons authorized to manage the affairs of the nonprofi…

Principles of law and equity supplement this chapter unless specifically displaced by a particular provision of it. History: (Acts 1995, No. 95-527, p. 1064, §3; §10-3B-3; amended and renumbered by Act 2009-513, p. 967, §320.)

(a) A nonprofit association may adopt written rules for its regulation, management, governance and dissolution. (b) As to matters not addressed by written rules, the following rules shall apply: (1) A member of a nonprofit association shall be entitled to participate in the gover…

Devisee, or Beneficiary. (a) Unless prohibited or otherwise limited by its written rules or governing documents, a nonprofit association in its name may acquire, hold, encumber, or transfer an estate or interest in real or personal property. (b) Unless prohibited or otherwise lim…

(a) A nonprofit association shall execute and record a statement of authority to transfer an estate or interest in real property in the name of the nonprofit association. (b) An estate or interest in real property in the name of a nonprofit association may be transferred by a per…

(a) A nonprofit association is a legal entity separate from its members for the purposes of determining and enforcing rights, duties, and liabilities in contract and tort. (b) A person is not liable for a breach of a nonprofit association’s contract merely because the person is a…

(a) A nonprofit association, in its name, may institute, defend, intervene, or participate in a judicial, administrative, or other governmental proceeding or in an arbitration, mediation, or any other form of alternative dispute resolution. (b) A nonprofit association may assert …

A judgment or order against a nonprofit association is not by itself a judgment or order against a member. History: (Acts 1995, No. 95-527, p. 1064, §9; §10-3B-9; amended and renumbered by Act 2009-513, p. 967, §320.)

Association. If a nonprofit association has been inactive for five years or longer, or has been dissolved, a person in possession or control of personal property of the nonprofit association may transfer the property: (1) If a document of a nonprofit association specifies a perso…

(a) A nonprofit association may deliver to the Secretary of State for filing a statement appointing an agent authorized to receive service of process. (b) A statement appointing an agent shall set forth: (1) The name of the nonprofit association; (2) The address in Alabama, inclu…

A claim for relief against a nonprofit association does not abate merely because of a change in its members or persons authorized to manage the affairs of the nonprofit association. History: (Acts 1995, No. 95-527, p. 1064, §12; §10-3B-12; amended and renumbered by Act 2009-513, …