Title 10A

In this title, required information is conspicuous if the information is placed in a manner or displayed using a font that provides or is intended to provide notice to a reasonable person affected by the information. Required information in a document is conspicuous if the font u…

To the extent not inconsistent with the Constitution of Alabama of 1901, and other statutes of this state wherein the terms may be found, and as the context requires, in this title or any other statute of this state: (1) a reference to certificate of formation includes, in the ca…

For purposes of this title, a writing has been signed by a person when the writing includes the person’s signature. A transmission or reproduction of a writing signed by a person is considered signed by that person for purposes of this title. (Act 2009-513, p. 967, §2.)

(a) The provisions of this title as described by this section may be cited as provided by this section. (b) Chapter 2A and the provisions of Chapter 1 to the extent applicable to business corporations may be cited as the Alabama Business Corporation Law. (c) Chapter 3A and the pr…

A reference in a law to a statute or a part of a statute revised by this title is considered to be a reference to the part of this title that revises that statute or part of that statute. (Act 2009-513, p. 967, §2.)

The Alabama Legislature has power to amend or repeal all or any part of this title at any time, and all domestic or foreign entities subject to this title are governed by the amendment or repeal. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-1.02; amended and renumbered by Act 2009-…

(a) It is important to the economy of this state, and to domestic entities, their governing authorities, governing persons, officers, and their owners, employees, creditors, and other constituencies, for the laws governing domestic entities to be clear and comprehensible, and to …

For entities other than general partnerships, if the formation of an entity does not occur when a certificate of formation or similar instrument filed with the filing officer, or with a foreign governmental authority takes effect, the law governing the entity’s formation and inte…

For purposes of this title, the internal affairs of an entity include, without limitation: (1) the rights, powers, and duties of its governing authority, governing persons, officers, owners, and members; (2) matters relating to its membership or ownership interests; and (3) matte…

A domestic entity may have any lawful purpose or purposes, unless otherwise provided by this title. If the purpose for which it is organized or its form makes it subject to a special provision of law or limitation of purpose, the entity shall also comply with that provision or co…

A domestic entity may not engage in a business, activity, not for profit activity, or any other activity, whether or not for profit, that: (A) is expressly unlawful or prohibited by a law of this state; (B) cannot lawfully be engaged in by that entity under a law of this state; o…

Except as provided in the chapter of this title applicable to the entity, a professional entity may engage in only: (1) one type of professional service, unless the entity is expressly authorized to provide more than one type of professional service under state law regulating the…

The governing documents of a domestic entity may contain limitations on the entity’s purposes. (Act 2009-513, p. 967, §8.)

Except as otherwise provided by this title, and whether or not expressly stated in its governing documents, a domestic entity has the same powers as an individual to take action necessary or convenient to carry out its business and affairs. Except as otherwise provided by this ti…

(a) Unless otherwise provided by its governing documents or this title a domestic entity may create indebtedness for any consideration the entity considers appropriate, including: (1) cash; (2) property; (3) a contract to receive property; (4) a debt or other obligation of the en…

(a) In this section, “guaranty” means a mortgage, pledge, security agreement, or other agreement making the domestic entity or its assets secondarily liable for another person’s contract, security, or other obligation. (b) Unless otherwise provided by its governing documents or t…

A domestic entity is not required to state in its governing documents any of the powers provided to the entity by this division. (Act 2009-513, p. 967, §11.)

This division does not authorize a domestic entity or a managerial official of a domestic entity to exercise a power in a manner inconsistent with a limitation on the purposes or powers of the entity contained in its governing documents, this title, or other law of this state. (A…

(a) Except as otherwise provided by the governing documents of the domestic entity, this title, or other law, on the issuance by a domestic entity of a bond, debenture, or other evidence of indebtedness in certificated form, the seal of the entity, if the entity has adopted a sea…

Except as otherwise provided in the governing documents or in the specific chapter that applies to that entity, an owner may lend money to and transact any lawful business with the entity and, subject to other applicable law, have the same rights and obligations with respect ther…

(a) To form a filing entity, a certificate of formation complying with Sections 10A-1-3.03, 10A-1-3.04, and 10A-1-3.05 must be filed in accordance with Article 4. (b) The filing of a certificate of formation described by subsection (a) may be included in a filing under Article 8.…

The requirements for the formation of and the determination of the existence of a nonfiling entity are governed by the chapter of this title which applies to that entity. (Act 2009-513, p. 967, §13.)

A domestic filing entity exists perpetually unless otherwise provided in the governing documents of the entity. A domestic entity may be terminated in accordance with this title. (Act 2009-513, p. 967, §13.)

Unless provided otherwise in a chapter of this title governing a filing entity, one or more organizers of a filing entity must sign the certificate of formation of the filing entity. (Act 2009-513, p. 967, §13; Act 2018-125, §1.)

Unless provided otherwise in a chapter of this title governing a filing entity: (a) The certificate of formation must state: (1) the name of the filing entity being formed; (2) the type of filing entity being formed; (3) for filing entities other than limited partnerships, the pu…

Unless provided otherwise in a chapter of this title governing an entity, the formation and existence of a domestic entity that is a converted entity in a conversion or that is to be created pursuant to a plan of merger takes effect and commences on the effectiveness of the conve…

Unless provided otherwise in a chapter of this title governing an entity: (a) The Secretary of State, upon request and payment of the requisite fee, shall furnish to any person a certificate of existence for a filing entity if the filing instruments filed with the Secretary of St…

(a) Filing instruments that (i) were required or permitted to be delivered for filing to a filing officer other than the Secretary of State prior to January 1, 2021, (ii) were delivered for filing to a filing officer other than the Secretary of State prior to January 1, 2021, (ii…

(a) A filing entity may amend its certificate of formation. (b) An amended certificate of formation may contain only provisions that: (1) would be permitted at the time of the amendment if the amended certificate of formation were a newly filed original certificate of formation; …

(a) The procedure to adopt an amendment to the certificate of formation is as provided by the chapter of this title which applies to the entity, provided that unless the governing documents of the entity or the chapter of this title which applies to the entity provide otherwise, …

A certificate of amendment for a filing entity must state: (1) the name of the filing entity; (2) the type of the filing entity; (3) the date of filing of the certificate of formation, and of all prior amendments and the filing office or offices where filed; (4) for each provisio…

(a) An amendment to a certificate of formation takes effect when the filing of the certificate of amendment takes effect as provided by Article 4. (b) An amendment to a certificate of formation does not affect: (1) an existing cause of action in favor of or against the entity for…

(a) A filing entity may restate its certificate of formation. (b) An amendment effected by a restated certificate of formation must comply with Section 10A-1-3.11(b). (Act 2009-513, p. 967, §16.)

(a) The procedure to adopt a restated certificate of formation is governed by the chapter of this title which applies to the entity. (b) A filing entity that restates its certificate of formation shall sign and file, in the manner required by Article 4, a restated certificate of …

(a) A restated certificate of formation must accurately state the text of the previous certificate of formation, regardless of whether the certificate of formation is an original, corrected, or restated certificate, and include: (1) each previous amendment to the certificate bein…

(a) A restated certificate of formation takes effect when the filing of the restated certificate of formation takes effect as provided by Article 4. (b) On the date the restated certificate of formation takes effect, the original certificate of formation and each prior amendment …

(a) In discharging a duty or exercising a power, a governing person, including a governing person who is a member of a committee, in good faith and with ordinary care, may rely on information, opinions, reports, or statements, including financial statements and other financial da…

(a) Officers of a domestic entity may be elected or appointed in accordance with the governing documents of the entity or by the governing authority of the entity unless prohibited by the governing documents. (b) An officer of an entity shall perform the duties in the management …

(a) Unless otherwise provided by the governing documents of a domestic entity, an officer may be removed for or without cause by the governing authority or as provided by the governing documents of the entity. The removal of an officer does not prejudice any contract rights of th…

(a) In discharging a duty or exercising a power, an officer of a domestic entity, in good faith and ordinary care, may rely on information, opinions, reports, or statements, including financial statements and other financial data, concerning the entity or another person and prepa…

Each domestic entity covered shall keep the records as required by its governing documents or the chapter of this title applicable to the entity. (Act 2009-513, p. 967, §20.)

(a) This section applies to domestic entities other than (i) corporations formed pursuant to or governed by Chapter 2A or Chapter 4, and real estate investment trusts formed pursuant to or governed by Chapter 10, each of which is governed by the separate recordkeeping requirement…

(a) An entity described in subsection (e) shall provide governing persons and their agents and attorneys access to its books and records, including the books and records required to be maintained under the chapter of this title applicable to the entity and other books and records…

(a) Ownership interests in a domestic entity may be certificated or uncertificated. (b) The ownership interests in a business corporation, real estate investment trust, or professional corporation must be certificated unless the governing documents of the entity or a resolution a…

(a) A certificated ownership interest in a domestic entity may contain an impression of the seal of the entity, if any. A facsimile of the entity’s seal may be printed or lithographed on the certificate. (b) If a domestic entity is authorized to issue ownership interests of more …

(a) The managerial official or officials of a domestic entity authorized by the governing documents of the entity to sign certificated ownership interests of the entity must sign any certificate representing an ownership interest in the entity. (b) A certificated ownership intere…