27-61-1
Section 27-61-1 Surplus Lines Insurance Multi-State Compliance Compact. The Surplus Lines Insurance
Multi-State Compliance Compact Act is enacted into law and entered into with all jurisdictions
mutually adopting the compact in the form substantially as follows: PREAMBLE WHEREAS, with
regard to Non-Admitted Insurance policies with risk exposures located in multiple states,
the 111th United States Congress has stipulated in Title V, Subtitle B, the Non-Admitted and
Reinsurance Reform Act of 2010, of the Dodd-Frank Wall Street Reform and Consumer Protection
Act, hereafter, the NRRA, that: (A) The placement of Non-Admitted Insurance shall be subject
to the statutory and regulatory requirements solely of the insured's Home State, and (B) Any
law, regulation, provision, or action of any State that applies or purports to apply to Non-Admitted
Insurance sold to, solicited by, or negotiated with an insured whose Home State is another
State shall be preempted with respect to such application;...
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10A-1-3.01
Section 10A-1-3.01 Formation and existence of filing entities. (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. (c) The existence of a filing
entity commences when the filing of the certificate of formation takes effect as provided
by Article 4. (d) Except in a proceeding by the state to terminate the existence of a filing
entity, the filing of a certificate of formation by the filing officer is conclusive evidence
of: (1) the formation and existence of the filing entity; (2) the satisfaction of all conditions
precedent to the formation of the filing entity; and (3) the authority of the filing entity
to transact business in this state. (Act 2009-513, p. 967, §13.)...
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10A-3-4.01
Section 10A-3-4.01 Procedure to amend certificate of formation of a nonprofit corporation.
(a) Amendments to the certificate of formation of a nonprofit corporation shall be made in
the following manner: (1) If there are members entitled to vote thereon, the board of directors
shall adopt a resolution setting forth the proposed amendment and directing that it be submitted
to a vote at a meeting of members entitled to vote thereon, which may be either an annual
or a special meeting. Written notice setting forth the proposed amendment or a summary of
the changes to be effected thereby shall be given to each member entitled to vote at the meeting
within the time and in the manner provided in this chapter for the giving of notice of meetings
of members. The proposed amendment shall be adopted upon receiving at least two-thirds of
the votes entitled to be cast by members present or represented by proxy at the meeting. (2)
If there are no members, or no members entitled to vote thereon, or...
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10A-1-3.07
Section 10A-1-3.07 Certificate of existence or registration. 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 State show that the filing entity
has been formed under the laws of this state. A certificate of existence shall reflect only
the information on file with the Secretary of State. A certificate of existence must state:
(1) the filing entity's name; (2) that the filing entity was formed under the laws of this
state and the date of formation; (3) whether the filing entity has delivered to the Secretary
of State for filing a certificate of dissolution; (4) whether the filing entity has delivered
to the Secretary of State for filing a certificate of reinstatement; (5) the unique identifying
number or other designation of the filing entity as assigned by the...
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10A-1-3.04
Section 10A-1-3.04 Execution of certificate of formation. 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.)...
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10A-1-3.16
Section 10A-1-3.16 Procedures to restate certificate of formation. (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 formation and accompanying
statements complying with Section 10A-1-3.17. (Act 2009-513, p. 967, §16.)...
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10A-4-4.01
Section 10A-4-4.01 Amendments to certificate of formation by administrators and the like. Administrators,
executors, guardians, conservators, or receivers of the estates of shareholders of a domestic
professional corporation who hold all of the outstanding shares of the corporation may amend
the certificate of formation by signing a written consent to the amendment and delivering
the amendment for filing to the Secretary of State. The certificate of amendment shall set
forth, in addition to the information required to be included in the certificate of amendment
by the Alabama Business Corporation Law, a statement that the administrators, executors, guardians,
conservators, or receivers own all the outstanding shares. (Acts 1983, No. 83-514, p. 763,
§15; §10-4-394; amended and renumbered by Act 2009-513, p. 967, §207; Act 2019-94, §2;
Act 2020-73, §10.)...
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10A-1-1.12
Section 10A-1-1.12 Entities not formed by filing instrument. 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 internal affairs is the law of
the entity's jurisdiction of formation. (Act 2009-513, p. 967, §5; Act 2018-125, §1; Act
2019-94, §2.)...
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10A-3-3.04
Section 10A-3-3.04 Organizational meeting of directors - First meeting of members. (a) After
the filing of the certificate of formation, an organizational meeting of the board of directors
named in the certificate of formation shall be held, either within or without Alabama, at
the call of a majority of the directors for the purpose of adopting bylaws, electing officers
and transacting other business as may come before the meeting. The directors calling the meeting
shall give at least three days' notice thereof by mail to each director so named, which notice
shall state the time and place of the meeting. (b) A first meeting of the members may be held
at the call of the directors, or a majority of them, upon at least three days' notice, for
the purposes as shall be stated in the notice of the meeting. (Acts 1984, No. 84-290, p. 502,
§35; §10-3A-64; amended and renumbered by Act 2009-513, p. 967, §183.)...
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10A-20-6.02
Section 10A-20-6.02 Incorporation. (a) The incorporators of any corporation to be governed
by this article shall prepare and deliver to the Secretary of State for filing a certificate
of formation stating an intention to become a corporation, which certificate of formation
shall be signed by each of the incorporators and shall set forth: (1) The name of the proposed
corporation; (2) The objects and purposes for which the corporation is organized; (3) The
location of the principal office of the corporation in this state; and (4) The name and post
office address of each incorporator, not less than three in number. (b) The certificate of
formation may also contain any other provisions, not inconsistent with the provisions of this
article, which the incorporators may desire to insert for the regulation of the business or
affairs of the corporation or which would be permitted nonprofit corporations by the Alabama
Nonprofit Corporation Law. The filing of the certificate of formation shall be...
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