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-20-10.01
Section 10A-20-10.01 Restrictions; powers of courts and Attorney General not impaired. (a)
Notwithstanding any provision to the contrary in the certificate of formation, other governing
instrument, or under any other law of this state, and except as otherwise provided by court
order, or by a provision in the certificate of formation or other governing instrument, which
in either case is entered or made after August 11, 1971, and expressly limits the applicability
of this section, a corporation which is, or is treated as, a private foundation, as defined
in Section 509 of the Internal Revenue Code of 1986, as amended, during the period it is,
or is treated as, a private foundation: (1) Shall not engage in any act of self-dealing as
defined in Section 4941 (d) thereof; (2) Shall distribute, for the purposes specified in its
certificate of formation, for each taxable year not less than the amounts at the time and
in the manner as not to become subject to the tax on undistributed income...
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10A-3-7.18
Section 10A-3-7.18 Survival of remedy after dissolution. The dissolution of a nonprofit corporation
either (1) by the filing of the articles of dissolution by the Secretary of State, or (2)
by an order of court when the court has not liquidated the assets and affairs of the corporation
as provided in this chapter, or (3) by operation of law, or (4) by expiration of its period
of duration, shall not take away or impair any remedy available to or against the nonprofit
corporation, its directors, officers, or members, for any right or claim existing, or any
liability incurred, prior to the dissolution if action or other proceeding thereon is commenced
within two years after the date of the dissolution. Any action or proceeding by or against
the nonprofit corporation may be prosecuted or defended by the nonprofit corporation in its
corporate name. The members, directors, and officers shall have power to take the corporate
or other action as shall be appropriate to protect the remedy,...
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10A-5-9.04
Section 10A-5-9.04 Recording of articles of merger; effect when Secretary of State files articles;
copy of certified articles conclusive evidence of matters. REPEALED IN THE 2014 REGULAR SESSION
BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. The articles of merger required by this chapter
to be filed with the Secretary of State shall also be recorded in the office of the judge
of probate in the county in which the limited liability company is required to file its certificate
of formation and in each county in which a limited liability company which is a party to the
merger is required to file its certificate of formation; provided, however, that when the
articles are filed by the Secretary of State, the matters covered by the articles shall be
effective as stated therein, and a copy of the articles certified by the Secretary of State
shall be conclusive evidence of the matters covered therein. (Acts 1993, No. 93-724, p. 1425,
§57; §10-12-57; amended and renumbered by Act 2009-513, p....
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10A-2-1.40
Section 10A-2-1.40 Definitions applicable to business corporations. In this chapter: REPEALED
IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT
CODE SUPPLEMENT. (1) "Articles of incorporation" include amended and restated articles
of incorporation and, in the case of a corporation existing on January 1, 1981, its certificate
of incorporation, including any amended certificate, and also include, except where the context
otherwise requires, articles of merger. The term "articles of incorporations" as
used in this chapter is synonymous with the term "certificate of formation" employed
in Chapter 1. (2) "Authorized shares" means the shares of all classes a domestic
or foreign business corporation is authorized to issue. (3) "Corporation" or "domestic
corporation" means a business corporation, which is not a foreign corporation, incorporated
under or subject to the provisions of this chapter. (4) "Distribution" means a direct
or indirect...
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10A-3-3.03
Section 10A-3-3.03 Commencement of corporate existence. Upon the effectiveness under Sections
10A-1-4.11 and 10A-1-4.12 of the filing of the certificate of formation with the Secretary
of State, the corporate existence shall begin. The Secretary of State's filing of the certificate
of formation shall be conclusive evidence that the corporation has been incorporated under
this chapter, except as against the State of Alabama in a proceeding to cancel or revoke the
incorporation or for involuntary dissolution of the corporation. (Acts 1984, No. 84-290, p.
502, §34; §10-3A-63; amended and renumbered by Act 2009-513, p. 967, §183; Act 2020-73,
§10.)...
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10A-3-7.07
Section 10A-3-7.07 Involuntary dissolution - Grounds. A nonprofit corporation may be dissolved
involuntarily by an order of the circuit court of the county in which the principal office
of the nonprofit corporation in this state is located, and if none is located in this state,
the circuit court for the county in which the most recent registered office of the nonprofit
corporation is located in an action filed by the Attorney General when it is established that:
(1) The nonprofit corporation procured its certificate of formation through fraud; (2) The
nonprofit corporation has continued to exceed or abuse the authority conferred upon it by
law; (3) The nonprofit corporation has failed for 90 days to appoint and maintain a registered
agent in Alabama; or (4) The nonprofit corporation has failed for 90 days after change of
its registered agent to file in the office of the Secretary of State a statement of the change.
(Acts 1984, No. 84-290, p. 502, §54; §10-3A-146; amended and...
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10A-5-2.06
Section 10A-5-2.06 Records to be kept; right of inspection. REPEALED IN THE 2014 REGULAR SESSION
BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) Each limited liability company shall keep at
its registered office or principal place of business in this state the following records:
(1) A current list of the full name and last known business or residence street address of
each member, and each manager, if any. (2) A copy of the filed certificate of formation and
all amendments thereto, together with executed copies of any powers of attorney pursuant to
which any documents have been executed. (3) Copies of the limited liability company's federal,
state, and local income tax returns and reports, if any, for the three most recent years.
(4) Copies of any then effective operating agreements including any amendments thereto. (5)
Copies of any financial statements of the limited liability company for the three most recent
years. (b) Those records, and any other books and records of the limited...
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10A-9A-11.01
Section 10A-9A-11.01 Application to existing relationships. (a) Beginning January 1, 2017,
this chapter governs all limited partnerships and all foreign limited partnerships. (b) With
respect to a limited partnership formed before January 1, 2010, the following rules apply
except as the partners otherwise elect in the manner provided in the partnership agreement
or by law for amending the partnership agreement: (1) Section 10A-1-3.03 does not apply and
the limited partnership has whatever duration it had under the law applicable immediately
before January 1, 2010. (2) The limited partnership is not required to amend its certificate
of formation to comply with Section 10A-9A-2.01(a)(5); but once amended or restated, the certificate
of formation must comply with Section 10A-9A-2.01(a)(5). (3) Sections 10A-9A-6.01 and 10A-9A-6.02
do not apply and a limited partner has the same right and power to dissociate from the limited
partnership, with the same consequences, as existed immediately...
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16-17A-23
Section 16-17A-23 Dissolution of authority. (a) At any time when an authority does not have
any indebtedness or other contractual or legal obligations outstanding, an authority may be
dissolved by filing articles of dissolution with the Secretary of State, but only with the
approval of both the board of the authority and the sponsoring university in the manner provided
in this section. (b) In order to dissolve an authority, the following steps shall be completed:
(1) The board shall first adopt a resolution proposing dissolution of the authority. (2) After
the adoption by the board of a resolution approving articles of dissolution, the authority
shall file with the sponsoring university a written request to the sponsoring university for
adoption of a resolution approving dissolution of the authority. (3) As promptly as may be
practicable after the receipt of the application from the authority, the sponsoring university
shall review the application, and its governing body shall adopt a...
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