Title 10A

This article is not exclusive. This article does not preclude a nonprofit corporation from merging under law other than this chapter. (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…

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 under this s…

(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…

(a) When a conversion takes effect: (1) all property and contract rights owned by the converting organization remain vested in the converted organization without transfer, reversion, or impairment, and the title to any property vested by deed or otherwise in the converting organi…

(a) The certificate of incorporation of a membership nonprofit corporation may require that a conversion 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 …

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

(a) Before January 1, 2025, this chapter governs only: (1) a nonprofit corporation incorporated on or after January 1, 2024; and (2) a nonprofit corporation incorporated before January 1, 2024, which elects, by amending or restating that nonprofit corporation’s certificate of inc…

A foreign nonprofit corporation registered or authorized to transact business in this state on January 1, 2024, is subject to this chapter and is deemed to be registered to transact business in this state, and is not required to renew its registration to transact business under A…

(a) Except as provided in subsection (b), the repeal of a statute by this chapter does not affect: (1) the operation of the statute or any action taken under it before its repeal; (2) any ratification, right, remedy, privilege, obligation, or liability acquired, accrued, or incur…

If any provision of this chapter or its application to any person or circumstance is held invalid by a court of competent jurisdiction, the invalidity does not affect other provisions or applications of this chapter that can be given effect without the invalid provision or applic…

This chapter modifies, limits, and supersedes the Federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C § 7001 et seq., but does not modify, limit, or supersede Section 101(c) of that act, 15 U.S.C § 7001(c), or authorize electronic delivery of any of the no…

A nonprofit corporation formed and existing under this chapter may conduct its activities and affairs, carry on its operations, and have and exercise the powers granted by this chapter in any state, foreign country, or other jurisdiction. (Act 2023-503, §1.)

A nonprofit corporation governed by this chapter and in existence before August 1, 2026, may elect, on or before December 31, 2026, to amend its certificate of incorporation to state the following: “This nonprofit corporation shall be governed by Chapter 3A of Title 10A, Code of …

This chapter and the provisions of Chapter 1, to the extent applicable to professional corporations, may be cited as the Alabama Professional Corporation Law. (Acts 1983, No. 83-514, p. 763, §1; §10-4-380; amended and renumbered by Act 2009-513, p. 967, §201.)

The provisions of the Alabama Business Corporation Law shall apply to professional corporations, domestic and foreign, except to the extent the provisions are inconsistent with the provisions of this chapter; provided, however, that in the case of nonprofit professional corporati…

As used in this chapter, unless the context otherwise requires, the term: (1) DISQUALIFIED PERSON. Any person who is not a qualified person. (2) DOMESTIC PROFESSIONAL CORPORATION. A business professional corporation or nonprofit professional corporation organized pursuant to this…

A domestic professional corporation may be organized under this chapter for the purpose of, and shall have the power to render, professional services if the domestic professional corporation complies with the rules of the licensing authority for such profession; provided that in …

(a) Any corporation whose certificate of incorporation includes as a stated purpose the performance of professional services may be incorporated under this chapter by stating in its certificate of incorporation that it is incorporated under this chapter. (b) A domestic profession…

(a) Subject to Section 10A-4-5.07, a domestic professional corporation, including a professional corporation that is a nonprofit corporation, shall have all the powers necessary or convenient to effectuate its purposes, including those enumerated in Sections 10A-1-2.11, 10A-1-2.1…

A professional corporation, domestic or foreign, may render professional services in this state only through individuals permitted to render the services in this state; but nothing in this chapter shall be construed to require that any individual who is employed by a professional…

(a) A domestic professional corporation may issue stock, fractions of a share of stock, and rights or options to purchase stock only to qualified persons. (b) Where deemed necessary by the licensing authority for any profession in order to prevent violations of the ethical standa…

(a) Upon the death of a stockholder of a domestic professional corporation, upon a stockholder of a domestic professional corporation becoming a disqualified person, or upon stock of a domestic professional corporation being transferred by operation of law or court decree to a di…

(a) Every individual who renders professional services as an employee of a professional corporation shall be liable for any negligent or wrongful act or omission in which that individual personally participates to the same extent as if that individual rendered the services as a s…

(a) The relationship between an individual performing professional services as an employee of a professional corporation, domestic or foreign, and a client or patient shall be the same as if the individual performed the services as a sole practitioner. (b) The relationship betwee…

A voting trust with respect to stock of a domestic professional corporation shall not be valid unless all the trustees and beneficiaries thereof are qualified persons, except that a voting trust may be validly continued for a period of 12 months after the death of a deceased bene…

At least one director of a domestic professional corporation and the president of a domestic professional corporation shall be qualified persons with respect to the domestic professional corporation; provided, however, that the foregoing restriction shall not apply for a period o…

Administrators, executors, guardians, conservators, or receivers of the estates of stockholders of a domestic professional corporation who hold all of the outstanding stock of the domestic professional corporation may amend the certificate of incorporation by signing a written co…

(a) A domestic professional corporation may convert to or merge with another corporation, professional corporation, or another type of entity, domestic or foreign, if permitted under the Alabama Business Corporation Law, the Alabama Nonprofit Corporation Law, or Article 8 of Chap…

The Attorney General may institute proceedings to involuntarily dissolve a domestic professional corporation. A licensing authority may request that the Attorney General institute the proceedings. (Acts 1983, No. 83-514, p. 763, §17; §10-4-396; amended and renumbered by Act 2009-…

(a) A foreign professional corporation shall be entitled to register under Article 7 of Chapter 1 for authority to render professional services in this state only if: (1) A domestic professional corporation would be allowed to register or procure a certificate of authority or equ…

The certificate of authority of a foreign professional corporation may be revoked by the Secretary of State if the foreign professional corporation fails to comply with any provision of this chapter applicable to the foreign professional corporation. Each licensing authority in t…

(a) Every business professional corporation, domestic or foreign, is required to file an annual report under the Alabama Business Corporation Law, and shall include in the annual report, in addition to the items required by the Alabama Business Corporation Law: (1) A statement th…

(a) Each licensing authority of this state may propound to any professional corporation, domestic or foreign, organized to practice a profession within the jurisdiction of the licensing authority, and to any officer or director thereof, the interrogatories as may be reasonably ne…

(a) Each officer and director of a professional corporation, domestic or foreign, who signs any certificate, statement, report, application, answer to an interrogatory, or other document filed pursuant to this article with the licensing authority having jurisdiction which is know…

(a) Nothing in this chapter shall restrict or limit in any manner the authority or duty of a licensing authority with respect to individuals rendering a professional service within the jurisdiction of the licensing authority. Nothing in this chapter shall restrict or limit any la…

(a) The provisions of this chapter shall apply to all existing corporations organized under the statute formerly codified as Article 11 of Chapter 4, Title 10 and repealed by Acts 1983, No. 83-514, effective January 1, 1984; provided, that any professional corporation, or nonprof…

This chapter and the provisions of Chapter 1, to the extent applicable to limited liability companies, shall be known and may be cited as the “Alabama Limited Liability Company Law.” (Acts 1993, No. 93-724, p. 1425, §1; §10-12-1; amended and renumbered by Act 2009-513, p. 967, §2…

As used in this chapter, unless the context otherwise requires, the following terms mean: (1) ARTICLES OF ORGANIZATION. The filing instrument provided for by Section 10A-5-2.01, or, if it has been amended or restated, as most recently amended or restated. In the case of a foreign…

Unless its certificate of formation provides otherwise, every limited liability company has perpetual duration and succession in its name and has , without limitation, all powers enumerated in Chapter 1, including Sections 10A-1-2.11, 10A-1-2.12, and 10A-1-2.13. (Acts 1993, No. 9…

Unless its certificate of formation provides otherwise, every limited liability company has the power to indemnify a member, manager, or employee or former member, manager, or employee of the limited liability company against expenses actually and reasonably incurred in connectio…

All persons who assume to act as a limited liability company without authority to do so shall be jointly and severally liable for all debts and liabilities created by their so acting. (Acts 1993, No. 93-724, p. 1425, §7; §10-12-7; amended and renumbered by Act 2009-513, p. 967, §…

(a) The terms “partnership” and “limited partnership,” when used in any chapter or title other than the Alabama Limited Liability Company Law, the Alabama General Partnership Law, and the Alabama Limited Partnership Law, and any successors of those laws, include a limited liabili…