10A-5-1.05
Section 10A-5-1.05 Unauthorized assumption of powers. REPEALED IN THE 2014 REGULAR SESSION
BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. All persons who assume to act as a limited liability
company without authority to do so shall be jointly and severally liable for all debts and
liabilities created by their so acting. (Acts 1993, No. 93-724, p. 1425, §7; §10-12-7; amended
and renumbered by Act 2009-513, p. 967, §216.)...
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10A-3-8.01
Section 10A-3-8.01 Unauthorized assumption of corporate powers. 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. (Acts 1984, No. 84-290, p.
502, §89; §10-3A-223; amended and renumbered by Act 2009-513, p. 967, §197.)...
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10A-2-14.05
Section 10A-2-14.05 Effect of dissolution. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94
EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) A dissolved corporation
continues its corporate existence but may not carry on any business except that appropriate
to wind up and liquidate its business and affairs, including: (1) Collecting its assets; (2)
Disposing of its properties that will not be distributed in kind to its shareholders; (3)
Discharging or making provision for discharging its liabilities; (4) Distributing its remaining
property among its shareholders according to their interests; and (5) Doing every other act
necessary to wind up and liquidate its business and affairs. (b) Dissolution of a corporation
does not: (1) Alter the limited liability status of its subscribers and shareholders under
Section 10A-2-6.22, except as provided in Section 10A-1-9.22(d)(2) with respect to assets
distributed to a shareholder in liquidation; (2) Transfer title to...
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36-20-11
Section 36-20-11 Performance or assumption of authority to perform notarial act without commission.
Repealed by Act 2011-295, p. 544, §2, effective January 1, 2012. (Acts 1949, No. 586, p.
913, § 1.)...
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10A-5-2.05
Section 10A-5-2.05 Pre-formation transactions. REPEALED IN THE 2014 REGULAR SESSION BY ACT
2014-144 EFFECTIVE JANUARY 1, 2017. A limited liability company may not transact business
or incur indebtedness, except that which is incidental to its organization or to obtaining
subscriptions for or payment of contributions, until the certificate of formation has been
filed. Persons engaged in prefiling activities other than those authorized by this section
shall be jointly and severally liable for any debts or liabilities incurred in the course
of those activities as provided in Section 10A-5-1.05. In no event shall the activities of
an organizer authorized under this chapter result in liability for such person under this
section. This section shall not be interpreted to invalidate any debts, contracts, or liabilities
of the limited liability company incurred on behalf of the limited liability company prior
to the filing of its certificate of formation. (Act 2009-513, p. 967, §222.)...
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10A-2-15.41
Section 10A-2-15.41 Authority of foreign corporation to act as fiduciary. REPEALED IN THE 2019
REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE
SUPPLEMENT. (a) Any foreign corporation may act in this state as trustee, personal representative,
executor, administrator of any kind, guardian, conservator, or in any other like or similar
fiduciary capacity, whether the appointment is by law, will, deed, inter vivos trust, mortgage,
deed of trust, court order or otherwise, without the necessity of complying with any law of
this state relating to the qualification of foreign corporations to do business in this state
or the licensing of foreign corporations to do business in this state and notwithstanding
any prohibition, limitation, or restriction contained in any law of this state subject to
the following conditions: (1) The foreign corporation is authorized to act in a fiduciary
capacity, or capacities, in the state in which it is incorporated or, if...
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10A-8-3.03
Section 10A-8-3.03 Statement of partnership authority. REPEALED IN THE 2018 REGULAR SESSION
BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (Acts
1996, No. 96-528, p. 685, §1; §10-8A-303; amended and renumbered by Act 2009-513, p. 967,
§252.)...
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10A-2-8.51
Section 10A-2-8.51 Authority to indemnify. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94
EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) Except as provided
in subsection (d), a corporation may indemnify an individual made a party to a proceeding
because he or she is or was a director against liability incurred in the proceeding if: (1)
The individual conducted himself or herself in good faith; and (2) The individual reasonably
believed: (i) In the case of conduct in his or her official capacity with the corporation,
that the conduct was in its best interests; and (ii) In all other cases, that the conduct
was at least not opposed to its best interests; and (3) In the case of any criminal proceeding,
the individual had no reasonable cause to believe his or her conduct was unlawful. (b) A director's
conduct with respect to an employee benefit plan for a purpose he or she reasonably believed
to be in the interests of the participants in and beneficiaries of...
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10A-2-2.04
Section 10A-2-2.04 Liability for preincorporation transactions. REPEALED IN THE 2019 REGULAR
SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
Any person purporting to act as or on behalf of a corporation, knowing there was no incorporation
under this chapter, is liable for all liabilities created by so acting. (Acts 1994, No. 94-245,
p. 343, §1; §10-2B-2.04; amended and renumbered by Act 2009-513, p. 967, §89.)...
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10A-2-3.04
Section 10A-2-3.04 Ultra vires. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) Except as provided in subsection
(b), the validity of corporate action may not be challenged on the ground that the corporation
lacks or lacked power to act. (b) A corporation's power to act may be challenged: (1) In a
proceeding by a shareholder against the corporation to enjoin the act; (2) In a proceeding
by the corporation, directly, derivatively, or through a receiver, trustee, or other legal
representative, against an incumbent or former director, officer, employee, or agent of the
corporation; or (3) In a proceeding by the Attorney General under Section 10A-2-14.30. (c)
In a shareholder's proceeding under subsection (b)(1) to enjoin an unauthorized corporate
act, the court may enjoin or set aside the act, if equitable and if all affected persons are
parties to the proceeding, and may award damages for loss, other than...
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