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10A-10-1.01
Section 10A-10-1.01 Short title. This chapter and the provisions of Chapter 1 to the extent
applicable to real estate investment trusts may be cited as the "Alabama Real Estate
Investment Trust Law." (Acts 1995, No. 95-628, p. 1317, §1; §10-13-1; amended and renumbered
by Act 2009-513, p. 967, §308.)...
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10A-10-1.21
Section 10A-10-1.21 Income tax. (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. Section 857 as in effect from time to time. (b)
Solely for purposes of conforming federal law with Alabama law, the "net income"
of a real estate investment trust determined pursuant to subsection (a) shall be further adjusted
as follows: (1) The deduction for intercorporate dividends received under Section 40-18-35(a)
(7), shall not be allowed. (2) The deduction for dividends paid, as defined in 26 U.S.C. Section
561, shall be allowed but (i) shall be computed without regard to that portion of the deduction
which is attributable to the amount equal to the net income from foreclosure property as defined
in 26 U.S.C. Section 857, and (ii) shall be limited by the provisions of Section...
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10A-1-8.02
Section 10A-1-8.02 Mergers of entities. (a) A merger of two or more entities, whether the other
entity or entities are the same or another form of entity, may be accomplished as provided
in this section. (1) CORPORATIONS. a. In the case of a corporation, other than a nonprofit
corporation, that is a party to a merger, a plan of merger must be approved in accordance
with the procedures and by the stockholder vote required by Article 11 of Chapter 2A. If the
governing documents of the corporation provide for approval of a merger by less than all of
the corporation's stockholders, approval of the merger shall constitute corporate action subject
to appraisal rights pursuant to Article 13 of Chapter 2A, as applicable. No merger of a corporation
into a general or limited partnership may be effected without the consent in writing of each
stockholder who will have personal liability with respect to the surviving entity, notwithstanding
any provision in the governing documents of the...
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10A-10-1.15
Section 10A-10-1.15 Merger. (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 described in Section 10A-16-1.01. b. An unincorporated trust or association,
including an Alabama real estate investment trust, a common-law trust, or a Massachusetts
trust, which is engaged in business and in which property is acquired, held, managed, administered,
controlled, invested, or disposed of for the benefit and profit of any person who may become
a holder of a transferable unit of beneficial interest in the trust. (3) DOMESTIC LIMITED
LIABILITY COMPANY. A limited liability company as defined under the Alabama Limited Liability
Company Law. (4) DOMESTIC LIMITED PARTNERSHIP. A limited partnership as defined under the
Alabama Limited Partnership Law. (5) FOREIGN BUSINESS TRUST. A...
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10A-10-1.06
Section 10A-10-1.06 Declaration of trust. (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 filing of documents except as those provisions
may be inconsistent with the provisions of this chapter. (b) The declaration of trust shall:
(1) Indicate clearly that the trust is a real estate investment trust. (2) State the name
of the trust. (3) State the total number of shares that the real estate investment trust has
authority to issue. (4) Provide for an annual meeting of shareholders after the delivery of
the annual report, at a convenient location and on proper notice. (5) Provide for the election
of trustees at least every third year at an annual meeting of shareholders. (6) State the
number of trustees and the names of those persons who will serve as trustees...
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10A-1-1.08
Section 10A-1-1.08 Short titles. (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 3 and the provisions of Chapter 1 to the extent applicable to nonprofit corporations
may be cited as the Alabama Nonprofit Corporation Law. (d) Chapter 4 and the provisions of
Chapter 1 to the extent applicable to professional corporations may be cited as the Alabama
Professional Corporation Law. (e) Chapter 5A and the provisions of Chapter 1 to the extent
applicable to limited liability companies may be cited as the Alabama Limited Liability Company
Law. (f) Chapter 8A and the provisions of Chapter 1 to the extent applicable to general partnerships
may be cited as the Alabama Partnership Law. (g) Chapter 9A and the provisions of Chapter
1 to the extent applicable to limited partnerships may...
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10A-1-8.01
Section 10A-1-8.01 Conversion of business and nonprofit entities. (a) A conversion of an entity
may be accomplished as provided in this section: (1) CORPORATIONS. a. The terms and conditions
of a plan of conversion of a corporation, other than a nonprofit corporation, must be approved
in accordance with the procedures and by the stockholder vote required by Article 9 of Chapter
2A. If the governing documents provide for approval of a conversion by less than all of a
corporation's stockholders, approval of the conversion shall constitute corporate action subject
to appraisal rights pursuant to Article 13 of Chapter 2A. No conversion of a corporation to
a general or limited partnership may be effected without the consent in writing of each stockholder
who will have personal liability with respect to the converted entity, notwithstanding any
provision in the governing documents of the converting corporation providing for less than
unanimous stockholder approval for the conversion. b. The...
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10A-10-1.23
Section 10A-10-1.23 Treatment of corporate real estate investment trust. 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 26 U.S.C. Section
856, as amended from time to time, shall compute its Alabama income tax in accordance with
Section 10A-10-1.21. (Acts 1995, No. 95-628, p. 1317, §23; §10-13-23; amended and renumbered
by Act 2009-513, p. 967, §310.)...
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10A-10-1.09
Section 10A-10-1.09 Powers. 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, and exercise the powers granted by this chapter in any state, territory,
district, or possession of the United States and in any foreign country. (4) Make contracts,
incur liabilities, and borrow money. (5) Sell, mortgage, lease, pledge, exchange, convey,
transfer, and otherwise dispose of all or any part of its assets. (6) Issue bonds, notes,
and other obligations, and secure them by mortgage or deed of trust of all or any part of
its assets. (7) Subject to Section 10A-10-1.10, acquire by purchase, or in any other manner,
take, receive, own, hold, use, employ, improve, encumber, and otherwise deal with any interest
in real and personal property, wherever located. (8) Purchase,...
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10A-10-1.02
Section 10A-10-1.02 Definitions. As used in this chapter, unless the context otherwise requires,
the following words shall have the meanings respectively ascribed to them: (1) REAL ESTATE
INVESTMENT TRUST. An unincorporated trust or association in which property is acquired, held,
managed, administered, controlled, invested, or disposed of for the benefit and profit of
any person who may become a shareholder or an entity that otherwise complies with the provisions
of 26 U.S.C. Sections 856 to 860, inclusive, of the U.S. Internal Revenue Code, as amended
from time to time, and the rulings and regulations adopted thereunder. (2) SHARE. A transferable
unit of beneficial interest in a real estate investment trust. (3) SHAREHOLDER. The holder
of a transferable unit of beneficial interest in a real estate investment trust. (Acts 1995,
No. 95-628, p. 1317, §2; §10-13-2; amended and renumbered by Act 2009-513, p. 967, §308.)...
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