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10A-4-1.02
Section 10A-4-1.02 Applicability of Business Corporation Law and Nonprofit Corporation Law.
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 corporations,
domestic or foreign, the provisions of the Alabama Nonprofit Corporation Law shall apply except
to the extent the provisions are inconsistent with the provisions of this chapter. (Acts 1983,
No. 83-514, p. 763, §2; §10-4-381; amended and renumbered by Act 2009-513, p. 967, §201.)...
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10A-4-5.04
Section 10A-4-5.04 Annual report of domestic and foreign professional corporations. (a) Every
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 that all the
shareholders, at least one director, and the president of the corporation are qualified persons
with respect to the corporation, and (2) In the case of a foreign professional corporation,
the name or names of the Alabama licensed professional or professionals through whom the foreign
professional corporation will render professional services in Alabama. (b) Financial information
contained in the annual report of a professional corporation, other than the amount of stated
capital of the corporation, shall not be open to public inspection nor shall the licensing
authority disclose any facts or information obtained therefrom...
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10A-4-2.02
Section 10A-4-2.02 Required statement of purpose in certificate of formation. (a) Any corporation
whose certificate of formation includes as a stated purpose the performance of professional
services may be incorporated under this chapter by stating in its certificate of formation
that it is incorporated under this chapter. (b) A professional business corporation, other
than a nonprofit professional corporation, which is subject to this chapter shall cease being
governed by this chapter and shall be governed by the Alabama Business Corporation Law, if
it is a domestic corporation, if it amends its certificate of formation to delete the statement
that it is organized under this chapter, and conforms its articles to the Alabama Business
Corporation Law and, if it is a foreign corporation, complies with the provisions of this
title applicable to foreign entities. A domestic nonprofit professional corporation which
is subject to this chapter shall cease being governed by this chapter and...
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10A-4-1.03
Section 10A-4-1.03 Definitions. 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 corporation for profit or nonprofit organized pursuant to the
provisions of this chapter. (3) FOREIGN PROFESSIONAL CORPORATION. A corporation or unincorporated
association, for profit or nonprofit, organized for the purpose of rendering professional
services under a law other than the law of Alabama. (4) LICENSING AUTHORITY. As defined in
Section 10A-1-1.03(49). (5) PROFESSIONAL SERVICE. As defined in Section 10A-1-1.03(80). (6)
QUALIFIED PERSON. With respect to any domestic professional corporation: a. An individual
who is authorized by law of Alabama or of any qualified state to render a professional service
permitted by the certificate of formation of the professional corporation; b. A general partnership
in which all the partners are qualified persons with respect to the...
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10A-2-1.01
Section 10A-2-1.01 Short title and applicability. REPEALED IN THE 2019 REGULAR SESSION BY ACT
2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) This chapter
and Chapter 1, to the extent applicable to business corporations, shall be known and may be
cited as the "Alabama Business Corporation Law." (b) This chapter applies to a domestic
business corporation formed and existing under this title and to a foreign business corporation
that is transacting business in this state, regardless of whether the foreign corporation
is registered to transact business in this state. Without in any way limiting the generality
of any provision of this chapter or of any provision of Chapter 1, this chapter and the provisions
of Chapter 1 to the extent applicable to business corporations shall apply to banks, trust
companies, savings and loan associations, insurance companies, public utilities, and railroad
companies, except to the extent, if any, that any provision of this...
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10A-4-3.03
Section 10A-4-3.03 Liability generally. (a) Every individual who renders professional services
as an employee of a domestic or professional corporation shall be liable for any negligent
or wrongful act or omission in which he or she personally participates to the same extent
as if he or she rendered the services as a sole practitioner. (b) The personal liability
of a shareholder, employee, director, or officer of a domestic professional corporation, other
than a nonprofit corporation, shall be no greater in any respect than that of a shareholder,
employee, director, or officer of a corporation organized under the Alabama Business Corporation
Law. (c) The personal liability of a member, employee, director, or officer of a domestic
nonprofit professional corporation shall be no greater in any respect than that of a member,
employee, director, or officer of a corporation organized under the Alabama Nonprofit Corporation
Law. (d) The personal liability of a shareholder, member, employee,...
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10A-5-8.01
those professional services pursuant to applicable Alabama law and if the limited liability
company complies with the limitations of this section. (b) Every individual who renders professional
services as a member or as an employee of a limited liability company shall be liable for
any negligent or wrongful act or omission in which the individual personally participates
to the same extent the individual would be liable if the individual rendered the services
as a sole practitioner. (c) The personal liability of a member, manager, or other employee
of any limited liability company engaged in providing professional services shall be no greater
than that of a shareholder, employee, director, or officer of a corporation organized under
the Alabama Business Corporation Law or any successor act. (d) The personal liability
of a member, manager, or employee of a foreign limited liability company shall be determined
under the law of the jurisdiction in which it is organized. (e) Nothing in...
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10A-1-1.03
limited liability company or association, a member; and (D) with respect to another foreign
or domestic entity, an owner of an equity interest in that entity. (69) OWNERSHIP INTEREST.
An owner's interest in an entity. The term includes the owner's share of profits and losses
or similar items and the right to receive distributions. The term does not include an owner's
right to participate in management or participate in the direction or oversight of the entity.
An ownership interest is personal property. (70) PARENT or PARENT ENTITY. An entity
that: (A) owns at least 50 percent of the ownership or membership interest of a subsidiary;
or (B) possesses at least 50 percent of the voting power of the owners or members of a subsidiary.
(71) PARTNER. A limited partner or general partner. (72) PARTNERSHIP. Includes a general partnership,
a limited liability partnership, a foreign limited liability partnership, a limited partnership,
a foreign limited partnership, a limited liability...
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10A-4-5.08
Section 10A-4-5.08 Application to existing corporations. (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 nonprofit corporation, in existence
on December 31, 1983, in which duly licensed medical and dental professionals are shareholders,
or in the case of a nonprofit professional corporation, render medical and dental services,
shall be deemed to be in compliance with Sections 10A-4-2.01 and 10A-4-2.03, as amended, and
other applicable provisions of this chapter. The repeal of a prior act by this chapter shall
not impair, or otherwise affect, the organization or continued existence of an existing domestic
professional corporation nor the right of any foreign professional corporation presently qualified
to render professional services in Alabama to continue to do so...
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10A-10-1.09
(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, take,
receive, subscribe for, or otherwise acquire, own, hold, vote, use, employ, sell, mortgage,
loan, pledge, or otherwise dispose of and deal with: a. Securities, shares, and other interests
in any obligations of domestic and foreign corporations, other real estate investment trusts,
associations, partnerships, and individuals. b. Direct and indirect obligations of the United
States, any other government, state, territory, government district,...
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