Title 10A — Title 10A

(a) Upon the approval, articles of merger or articles of consolidation shall be executed for each nonprofit corporation by its president or a vice president, and by its secretary or an assistant secretary, and verified by one of the officers signing the articles, and shall set fo…

(a) The merger or consolidation shall be effected upon the effective date and time of the articles of merger or consolidation pursuant to Section 10A-1-4.11. (b) When the merger or consolidation has been effected: (1) The nonprofit corporations, parties to the plan of merger or c…

Corporations. (a) One or more foreign nonprofit corporations and one or more domestic nonprofit corporations may be merged or consolidated in the following manner, if the merger or consolidation is permitted by the laws of the state under which each foreign nonprofit corporation …

The provisions of this chapter on merger and consolidation are not exclusive. Nonprofit corporations may be merged or consolidated, or converted, in any other manner provided by law, including as provided by Article 8 of Chapter 1. History: (Act 2009-513, p. 967, §188.)

A sale, lease, exchange, mortgage, pledge or other disposition of all, or substantially all, the property and assets of a nonprofit corporation may be made upon the terms and conditions and for the consideration, which may consist in whole or in part of money or property, real or…

(a) A nonprofit corporation may dissolve and wind up its affairs in the following manner: (1) If there are members entitled to vote thereon, the board of directors shall adopt a resolution recommending that the nonprofit corporation be dissolved, and directing that the question o…

The assets of a nonprofit corporation in the process of dissolution shall be applied and distributed as follows: (1) All liabilities and obligations of the nonprofit corporation shall be paid and discharged, or adequate provision shall be made therefor; (2) Assets held by the non…

A plan providing for the distribution of assets, not inconsistent with the provisions of this chapter, may be adopted by a nonprofit corporation in the process of dissolution and shall be adopted by a nonprofit corporation for the purpose of authorizing any transfer or conveyance…

Proceedings. (a) A nonprofit corporation may, at any time prior to the delivery of the articles of dissolution to the Secretary of State for filing, revoke the action theretofore taken to dissolve the nonprofit corporation, in the following manner: (1) If there are members entitl…

If voluntary dissolution proceedings have not been revoked, then when all debts, liabilities, and obligations of the corporation shall have been paid and discharged, or adequate provision shall have been made therefor, and all of the remaining property and assets of the nonprofit…

(a) The articles of dissolution shall be delivered to the Secretary of State for filing. (b) Upon the filing of the articles of dissolution, the existence of the nonprofit corporation shall cease, except for the purpose of suits, other proceedings, and appropriate corporate actio…

A nonprofit corporation may be dissolved involuntarily by an order of the circuit court of the county in which the principal office of the nonprofit corporation in this state is located, and if none is located in this state, the circuit court for the county in which the most rece…

The Secretary of State shall certify to the Attorney General, from time to time, the names of all nonprofit corporations which have given cause for dissolution as provided in this chapter, together with the facts pertinent thereto. Whenever the Secretary of State shall certify th…

Every action for the involuntary dissolution of a nonprofit corporation shall be commenced by the Attorney General in 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, in the circuit court f…

Corporation. (a) The circuit court of 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 shall have fu…

(a) In proceedings to liquidate the assets and affairs of a nonprofit corporation, the court shall have the power to issue restraining orders or injunctions, to appoint a receiver or receivers pendente lite, with the powers and duties as the court, from time to time, may direct, …

A receiver shall be a natural person, a partnership, a professional association, a professional corporation, or a business corporation authorized to act as receiver, which corporation may be a domestic corporation or a foreign corporation authorized to transact business in Alabam…

In proceedings to liquidate the assets and affairs of a nonprofit corporation, the court may require all creditors of the nonprofit corporation to file with the clerk of the court or with the receiver, in the form as the court may prescribe, proofs under oath of their respective …

The liquidation of the assets and affairs of a nonprofit corporation may be discontinued at anytime during the liquidation proceedings when it is established that cause for liquidation no longer exists. In that event, the court shall dismiss the proceedings and direct the receive…

In proceedings to liquidate the assets and affairs of a nonprofit corporation, when the costs and expenses of the proceedings and all debts, obligations, and liabilities of the nonprofit corporation shall have been paid and discharged and all of its remaining property and assets …

In case the court shall enter an order dissolving a nonprofit corporation, it shall be the duty of the court to cause a certified copy of the order to be delivered to the Secretary of State for filing. No fee shall be charged by the Secretary of State for the filing thereof. Hist…

Upon the voluntary or involuntary dissolution of a nonprofit corporation, the portion of the assets distributable to any person who is unknown or cannot be found, or who is under disability and there is no person legally competent to receive the distributive portion, shall be red…

The dissolution of a nonprofit corporation either (1) by the filing of the articles of dissolution by the Secretary of State, or (2) by an order of court when the court has not liquidated the assets and affairs of the corporation as provided in this chapter, or (3) by operation o…

All persons who assume to act as a corporation without authority to do so shall be jointly and severally liable for all debts and liabilities incurred or arising as a result thereof. History: (Acts 1984, No. 84-290, p. 502, §89; §10-3A-223; amended and renumbered by Act 2009-513,…

The repeal of a prior act by this title shall not impair, or otherwise affect, the organization or the continued existence of an existing nonprofit corporation, nor the right of any foreign nonprofit corporation presently qualified to conduct affairs in Alabama to continue to do …

(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…