Nonprofit Corporation Administrative Dissolution and Reinstatement in Alabama
At a glance
| Entity and agency | Chapter 3A governs current domestic nonprofits, including predecessors since Jan. 1, 2025; its Article 11 describes authorized-filing and court dissolution (§§ 10A-3A-14.01(b), -11.05, -11.20). |
|---|---|
| Report, fee, or tax failure | No general administrative dissolution ground for a missed report, chapter fee, or tax in current Chapter 3A's dissolution provisions; common Article 9 expressly excludes nonprofits (§§ 10A-3A-11.05, -11.20; 10A-1-9.01). |
| Agent and other grounds | Registered agent and office remain required; agent failure permits alternate service, while current Chapter 3A places listed involuntary grounds in court (§§ 10A-1-5.31, -5.35; 10A-3A-11.20). |
| Notice and cure | No general agency notice/cure clock for administrative dissolution in the current nonprofit dissolution scheme; earlier commenced proceedings remain subject to the savings rule (§§ 10A-3A-11.05, -11.20, -14.03(a)(4)). |
| When status changes | No administrative status-change event specified; authorized dissolution takes effect with its filed certificate, while judicial dissolution follows a court decree (§§ 10A-3A-11.05(b), -11.23(a)). |
| Powers afterward | For a corporation dissolved through a current route, existence continues for winding up and agent authority survives; no separate administrative-dissolution effect stated (§ 10A-3A-11.07(a), (c)(6)). |
| Reinstatement window | No general administrative reinstatement route; § 10A-3A-11.06(a) permits revocation of an authorized dissolution within 120 days, a different procedure. |
| Filings, payments, and name | No administrative-reinstatement application in current Chapter 3A; authorized-dissolution revocation uses its own certificate and approval process (§ 10A-3A-11.06(b)–(c)). |
| Effect and review | No administrative reinstatement effect or denial appeal specified in current Chapter 3A; pre-repeal proceedings can finish under saved law (§§ 10A-3A-11.06, -14.03(a)(4)). |
Requirements one by one
What a nonprofit does under the current code
Ala. Code § 10A-3A-14.01(b) makes Chapter 3A govern existing nonprofits, including those formed under predecessor statutes, from January 1, 2025. Article 11 provides for a dissolution certificate after the corporation authorizes dissolution under § 10A-3A-11.05, or a circuit-court proceeding under § 10A-3A-11.20 followed by a decree under § 10A-3A-11.23. It does not give the Secretary a general administrative dissolution proceeding for a missed report, fee, tax, or agent lapse. The common Article 9 does not fill that gap: § 10A-1-9.01 expressly excludes nonprofit corporations.
The corporation must maintain a registered agent and office under § 10A-1-5.31. When an agent is missing or cannot be served, § 10A-1-5.35 supplies a service route. A corporation dissolved under a current procedure continues for winding up, and § 10A-3A-11.07 preserves its agent's authority.
What trips people up
Former § 10A-3-7.07 describes a 90-day registered-agent failure, but it required an Attorney General action and circuit-court order. Chapter 3A now governs predecessor corporations under § 10A-3A-14.01(b). Section 10A-3A-14.03(a)(4) still permits a proceeding commenced under repealed law before repeal to be completed under that law. The 120-day “reinstatement” in § 10A-3A-11.06 is revocation of a corporation's authorized dissolution; it is not an application following an administrative default.
Common questions
Does an agent resignation automatically dissolve the nonprofit? Section 10A-1-5.31 keeps the agent requirement, and § 10A-1-5.35 specifies alternate service when the agent is absent or unreachable. Current Chapter 3A's dissolution provisions address an authorized certificate or a court decree.
Can an old dissolution case continue under the former chapter? Yes, if the proceeding was begun before repeal. Section 10A-3A-14.03(a)(4) preserves its completion under the former statute.
Statutes and sources
- Ala. Code § 10A-3A-14.01 — “On and after January 1, 2025, this chapter governs all existing nonprofit corporations” described there (official section, accessed 2026-09-28).
- § 10A-3A-14.03 — a proceeding commenced before repeal “may be completed in accordance with the statute as if it had not been repealed.” (official section, accessed 2026-09-28).
- §§ 10A-3A-11.05–.07 — authorized certificate, revocation, and winding-up provisions (official sections, accessed 2026-09-28).
- §§ 10A-3A-11.20 and -11.23 — court dissolution grounds and decree (official sections, accessed 2026-09-28).
- §§ 10A-1-5.31 and -5.35 — agent duty and service consequence (official sections, accessed 2026-09-28).
- § 10A-1-9.01 — “This article does not apply to ... nonprofit corporations” (official section, accessed 2026-09-28).
- Former § 10A-3-7.07 — agent failure led to a court action by the Attorney General (official section, accessed 2026-09-28).
Source links
Every statute quoted above, linked, with the date we checked it.
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