Nonprofit Corporation Voluntary Dissolution Filing Requirements in Alabama

At a glance

Requirements one by one

Approval and voting

Section 10A-3A-11.02 requires a board resolution before the ordinary membership vote. The directors explain any conflict of interest or special circumstances that lead them to withhold a recommendation. Unanimous written consent by all members entitled to vote supplies a separate route without director action.

The special dissolution quorum is a majority of votes entitled to be cast. Section 10A-3A-7.24 supplies the ordinary affirmative-vote rule: votes favoring the action must exceed opposing votes. Greater vote or quorum requirements, or voting-group requirements, can apply under § 10A-3A-11.02(e). For board action, § 10A-3A-8.24 ordinarily requires a majority of directors present at a quorum; the board quorum defaults to a majority of the fixed number and may not be reduced below one-third. Section 10A-3A-8.21 permits unanimous signed director consent unless the governing documents require a meeting.

Section 10A-3A-7.04 generally permits member action by written consents representing at least the vote needed if all entitled members were present and voted, unless the certificate provides otherwise. Sufficient consents must be delivered within 60 days of the earliest delivery. Less-than-unanimous consent carries a notice to nonconsenting voting members within 10 days of delivery or the permitted later tabulation date.

Filing and reversal

Section 10A-3A-1.04 ordinarily permits an authorized officer to sign. Before election of initial directors who were not named in the certificate, incorporators sign. The section also provides substitutes when officers or directors are absent and a rule for a court-appointed fiduciary. Include the signer’s name and capacity. A seal, attestation, acknowledgment or verification is optional under subsection (b).

The $100 fee comes from § 10A-1-4.31(a)(1)(d). Section 10A-1-4.11 makes the default effective time actual receipt by the filing officer; § 10A-1-4.12 permits a specified delayed date up to 90 days after delivery. If a delayed date gives no time, the statute uses 12:01 a.m.

Section 10A-3A-11.06 requires the revocation-and-reinstatement certificate to identify the corporation, dissolution effective date, reversal authorization date, applicable authorizing actors and Secretary-assigned identifier. Attach a copy of the dissolution certificate. The resulting continuity does not impair rights of persons who relied on dissolution before notice of reinstatement.

What trips people up

• The early route certifies completed cleanup. Section 10A-3A-11.01 requires that no debt remain unpaid and that remaining net assets have been distributed after winding up. The ordinary § 10A-3A-11.05 filing instead follows authorization; § 10A-3A-11.07 preserves existence for winding up afterward.
• A membership label does not always mean members are available to vote. Section 10A-3A-6.01(b) generally substitutes board notice, presence and action when a membership corporation actually has no members entitled to vote on the matter, subject to the chapter and certificate.
• Older dissolutions may use saved law. Section 10A-3A-14.01 applies Chapter 3A to predecessor corporations from January 1, 2025. Section 10A-3A-14.03(a)(4) permits a dissolution begun under repealed law before repeal to finish under that law.
• Distribution authority remains bounded. Section 10A-3A-11.07(a)(4) requires remaining property to be distributed as required by law, the certificate, bylaws and the approval given when dissolution was authorized.

Common questions

Does dissolution itself transfer title to property?

No. Section 10A-3A-11.07(c)(1) says it does not.

Can a dissolved corporation merge while winding up?

Yes. Section 10A-3A-11.07(b)(5) expressly permits merger or conversion under the identified statutory articles.

Statutes and sources

Ala. Code § 10A-3A-11.01

A majority of the incorporators or initial directors of a nonprofit corporation that has not commenced activity may dissolve the nonprofit corporation by delivering to the Secretary of State for filing a certificate of dissolution that sets forth: (1) the name of the nonprofit corporation; (2) the date of its incorporation; (3) that the nonprofit corporation has not commenced activity; (4) that no debt of the nonprofit corporation remains unpaid; (5) that the net assets of the nonprofit corporation remaining after winding up have been distributed; (6) that a majority of the incorporators or directors authorized the dissolution; and (7) the unique identifying number or other designation as assigned by the Secretary of State.

Official text (accessed 2026-09-30).

Ala. Code § 10A-3A-11.02

(a) The board of directors of a membership nonprofit corporation may propose dissolution for submission to the members by first adopting a resolution authorizing the dissolution. (b) For a proposal to dissolve to be adopted, it shall then be approved by the members entitled to vote thereon. In submitting the proposal to dissolve to the members for approval, the board of directors shall recommend that the members approve the dissolution, unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation in which case the board of directors must inform the members of the basis for that determination. (c) The board of directors may set conditions for the approval of the proposal for dissolution by the members or the effectiveness of the dissolution. (d) If the approval of the members is to be given at a meeting, the membership nonprofit corporation shall notify each member entitled to vote on the dissolution, of the meeting of members at which the dissolution is to be submitted for approval. The notice must state that the purpose, or one of the purposes, of the meeting is to consider dissolving the membership nonprofit corporation and how the assets of the membership nonprofit corporation will be distributed after all creditors have been paid, or how the distribution of assets will be determined. (e) Unless the certificate of incorporation, the bylaws, or the board of directors acting pursuant to subsection (c), requires a greater vote, a greater quorum, or a vote by voting groups, adoption of the proposal to dissolve shall require the approval of the members at a meeting at which a quorum exists consisting of a majority of the votes entitled to be cast on the proposal to dissolve. (f) Dissolution of a membership nonprofit corporation may also be authorized without action of the directors if all the members entitled to vote thereon shall consent in writing and a certificate of dissolution shall be delivered to the Secretary of State for filing pursuant to Section 10A-3A-11.05. (g) In addition to the approval of the dissolution of a membership nonprofit corporation as set forth in subsections (a) through (f), the dissolution must also be approved in writing by a person or group of persons whose approval is required under the certificate of incorporation in accordance with Section 10A-3A-11.04.

Official text (accessed 2026-09-30).

Ala. Code § 10A-3A-11.03

Except as otherwise provided in the certificate of incorporation: (1) the dissolution of a nonmembership nonprofit corporation may be approved by the board of directors; and (2) the dissolution of the nonmembership nonprofit corporation approved by the board of directors under this section must also be approved by those persons whose approval is required by the certificate of incorporation in accordance with Section 10A-3A-11.04.

Official text (accessed 2026-09-30).

Ala. Code § 10A-3A-11.04

(a) The certificate of incorporation of a membership nonprofit corporation may require that a dissolution of a membership nonprofit corporation under Section 10A-3A-11.02 be approved in writing by a specified person or group of persons in addition to the board of directors and members. (b) The certificate of incorporation of a nonmembership nonprofit corporation may require that a dissolution of a nonmembership nonprofit corporation under Section 10A-3A-11.03 be approved in writing by a specified person or group of persons in addition to the board of directors. (c) A requirement in the certificate of incorporation described in subsection (a) or (b) may only be approved by the written approval of the specified person or group of persons.

Official text (accessed 2026-09-30).

Ala. Code § 10A-3A-11.05

(a) At any time after dissolution is authorized, the nonprofit corporation may dissolve by delivering to the Secretary of State for filing a certificate of dissolution setting forth: (1) the name of the nonprofit corporation; (2) the date that dissolution was authorized; (3) if dissolution of a membership nonprofit corporation was approved in accordance with Section 10A-3A-11.02, a statement that the proposal to dissolve was duly approved in the manner required by this chapter and by the certificate of incorporation; (4) if dissolution of a nonmembership nonprofit corporation was approved in accordance with Section 10A-3A-11.03, a statement that the proposal to dissolve was duly approved in the manner required by this chapter and by the certificate of incorporation; (5) if dissolution of a nonprofit corporation was approved in accordance with Section 10A-3A-11.02 or Section 10A-3A-11.03, and the certificate of incorporation required the dissolution to also be approved by a specified person or group of persons in accordance with Section 10A-3A-11.04, a statement that the proposal to dissolve was duly approved by the manner required by this chapter and by the certificate of incorporation; and (6) the unique identifying number or other designation as assigned by the Secretary of State. (b) The certificate of dissolution shall take effect at the effective date determined in accordance with Article 4 of Chapter 1. A nonprofit corporation is dissolved upon the effective date of its certificate of dissolution. (c) For purposes of this Division A of this Article 11, “dissolved nonprofit corporation” means a nonprofit corporation whose certificate of dissolution has become effective and includes a successor entity to which the remaining assets of the nonprofit corporation are transferred subject to its liabilities for purposes of liquidation.

Official text (accessed 2026-09-30).

Ala. Code § 10A-3A-11.06

(a) A nonprofit corporation may revoke its dissolution within 120 days after its effective date and be reinstated. (b) Revocation of dissolution and reinstatement shall be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation and reinstatement by action of the board of directors alone, in which event the board of directors may revoke the dissolution and effect the reinstatement without member action and without the action of the specified person or group of persons set forth in the certificate of incorporation in accordance with Section 10A-3A-11.04. (c) After the revocation of dissolution and reinstatement is authorized, the nonprofit corporation may revoke the dissolution and effect the reinstatement by delivering to the Secretary of State for filing a certificate of revocation of dissolution and reinstatement, together with a copy of its certificate of dissolution, that sets forth: (1) the name of the nonprofit corporation; (2) the effective date of the dissolution that was revoked; (3) the date that the revocation of dissolution and reinstatement was authorized; (4) if the nonprofit corporation’s board of directors (or incorporators) revoked the dissolution and effected the reinstatement, a statement to that effect; (5) if the nonprofit corporation’s board of directors revoked a dissolution and effected the reinstatement as authorized by the members and any specified person or group of persons set forth in the certificate of incorporation in accordance with Section 10A-3A-11.04, a statement that revocation and reinstatement was permitted by action by the board of directors alone pursuant to that authorization; (6) if member action was required to revoke the dissolution and effect the reinstatement, a statement that the revocation and reinstatement was duly approved by the members in the manner required by this chapter and by the certificate of incorporation; (7) if the action of a specified person or group of persons set forth in the certificate of incorporation in accordance with Section 10A-3A-11.04 was required to revoke the dissolution and effect the reinstatement, a statement that the revocation and reinstatement was duly approved by that specified person or group of persons in the manner required by this chapter and by the certificate of incorporation; and (8) the unique identifying number or other designation as assigned by the Secretary of State. (d) The certificate of revocation of dissolution and reinstatement shall take effect at the effective date determined in accordance with Article 4 of Chapter 1. Revocation of dissolution and reinstatement is effective upon the effective date of the certificate of revocation of dissolution and reinstatement. (e)(1) Subject to subdivision (2), upon revocation and reinstatement, the nonprofit corporation shall be deemed for all purposes to have continued its activities and affairs as if dissolution had never occurred; and each right inuring to, and each debt, obligation, and liability incurred by, the nonprofit corporation after the dissolution shall be determined as if the dissolution had never occurred. (2) The rights of persons acting in reliance on the dissolution before those persons had notice of the revocation and reinstatement shall not be adversely affected by the revocation and reinstatement. (f) If the nonprofit corporation is listed in the Secretary of State’s records as a nonprofit corporation that has been dissolved, then the name of the nonprofit corporation following revocation and reinstatement shall be that nonprofit corporation name at the time of revocation and reinstatement if that nonprofit corporation name complies with Article 5 of Chapter 1 at the time of revocation and reinstatement. If that nonprofit corporation name does not comply with Article 5 of Chapter 1, the name of the nonprofit corporation following revocation and reinstatement shall be that nonprofit corporation name followed by the word “reinstated.”

Official text (accessed 2026-09-30).

Ala. Code § 10A-3A-11.07

(a) A dissolved nonprofit corporation continues its existence as a nonprofit corporation but may not carry on any activity except as is appropriate to wind up and liquidate its activities and affairs, including: (1) collecting its assets; (2) disposing of its properties that will not be distributed in kind; (3) discharging or making provisions for discharging its liabilities; (4) distributing its remaining property as required by law, its certificate of incorporation, bylaws, and as approved when the dissolution was authorized; and (5) doing every other act necessary to wind up and liquidate its activities and affairs. (b) In winding up its activities and affairs, a dissolved nonprofit corporation may: (1) preserve the nonprofit corporation’s activities and affairs and property as a going concern for a reasonable time; (2) prosecute, defend, or settle actions or proceedings whether civil, criminal, or administrative; (3) transfer the nonprofit corporation’s assets; (4) resolve disputes by mediation or arbitration; and (5) merge or convert in accordance with Article 12 or 13 of this chapter or Article 8 of Chapter 1. (c) Dissolution of a nonprofit corporation does not: (1) transfer title to the nonprofit corporation’s property; (2) subject its directors or officers to standards of conduct different from those prescribed in Article 8 of this chapter ; (3) change: (i) quorum or voting requirements for its board of directors or members; (ii) provisions for selection, resignation, or removal of its directors or officers or both; or (iii) provisions for amending its bylaws; (4) prevent commencement of a proceeding by or against the nonprofit corporation in its corporate name; (5) abate or suspend a proceeding pending by or against the nonprofit corporation on the effective date of dissolution; or (6) terminate the authority of the registered agent of the nonprofit corporation. (d) A distribution in liquidation under this section may only be made by a dissolved nonprofit corporation.

Official text (accessed 2026-09-30).

Ala. Code § 10A-3A-14.01

(a) Before January 1, 2025, this chapter governs only: (1) a nonprofit corporation incorporated on or after January 1, 2024; and (2) a nonprofit corporation incorporated before January 1, 2024, which elects, by amending or restating that nonprofit corporation’s certificate of incorporation, to be governed by this chapter. (b) On and after January 1, 2025, this chapter governs all existing nonprofit corporations incorporated under: (1) any general or special law of this state providing for the incorporation of nonprofit corporations for a purpose or purposes for which a nonprofit corporation might be incorporated under this chapter, where the power has been reserved to amend, repeal, or modify the law under which the nonprofit corporation was incorporated; and (2) any predecessor statute hereto. (c) For purposes of applying this chapter to a nonprofit corporation incorporated before January 1, 2024: (1) the nonprofit corporation is not required to amend its certificate of incorporation to comply with Section 10A-3A-2.02(a)(5); but once amended or restated, the certificate of incorporation must comply with Section 10A-3A-2.02(a)(5); (2) if on December 31, 2023, the certificate of incorporation or bylaws of a nonprofit corporation in existence on that date provides members with the right to cumulate their votes for the election of directors, that right to cumulate their votes shall continue unless the certificate of incorporation or bylaws of the nonprofit corporation are amended to deny that right. Notwithstanding the foregoing, no such members may cumulate their votes for the election of directors by utilizing an action by written consent. (3) the nonprofit corporation’s incorporation document, whether a certificate of incorporation, certificate of formation, charter, or articles of incorporation is deemed to be the nonprofit corporation’s certificate of incorporation; (4) the nonprofit corporation’s bylaws are deemed to be the nonprofit corporation’s bylaws; (5) any amendment or restatement of a nonprofit corporation’s certificate of incorporation or bylaws on or after January 1, 2024, shall conform with this chapter; and (d) No nonprofit corporation may be incorporated after December 31, 2023, pursuant to Sections 10A-3-1.01 to 10A-3-8.02, inclusive.

Official text (accessed 2026-09-30).

Ala. Code § 10A-3A-14.03

(a) Except as provided in subsection (b), the repeal of a statute by this chapter does not affect: (1) the operation of the statute or any action taken under it before its repeal; (2) any ratification, right, remedy, privilege, obligation, or liability acquired, accrued, or incurred under the statute before its repeal; (3) any violation of the statute, or any penalty, forfeiture, or punishment incurred because of the violation before its repeal; or (4) any proceeding, reorganization, or dissolution commenced under the statute before its repeal, and the proceeding, reorganization, or dissolution may be completed in accordance with the statute as if it had not been repealed. (5) the application of Article 16 of Chapter 20 of this Title to any “officer” and “qualified entity” as such terms are defined in Article 16 of Chapter 20 of this Title. (b) If a penalty or punishment imposed for violation of a statute repealed by this chapter is reduced by this chapter, the penalty or punishment, if not already imposed, shall be imposed in accordance with this chapter.

Official text (accessed 2026-09-30).

Ala. Code § 10A-3A-7.24

(a) Members entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those votes exists with respect to that matter. Except as provided in the certificate of incorporation or bylaws, members representing a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter. (b) Except as otherwise provided in the certificate of incorporation or bylaws, once a member is present or represented for any purpose at a meeting, the member is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be fixed for that adjourned meeting. (c) If a quorum exists, action on a matter (other than the election of directors) by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the certificate of incorporation or bylaws require a greater number of affirmative votes. (d) An amendment of the certificate of incorporation or bylaws adding, changing, or deleting a quorum or voting requirement for a voting group greater than specified in subsection (a) or subsection (c) is governed by Section 10A-3A-7.26. (e) If a meeting cannot be organized because a quorum is not present, those members present may adjourn the meeting to a time and place as they may determine. The certificate of incorporation or bylaws may provide that when a meeting that has been adjourned for lack of a quorum is reconvened, those members present, although less than a quorum as fixed in this section, the certificate of incorporation, or the bylaws, nonetheless constitute a quorum if the original notice of the meeting, or a notice of the adjourned meeting, states that those members who attend a meeting that has been adjourned for lack of a quorum will constitute a quorum even though they are less than a quorum.

Official text (accessed 2026-09-30).

Ala. Code § 10A-3A-7.04

(a) Unless otherwise provided in the certificate of incorporation, any action required or permitted by this chapter to be taken at any meeting of the members may be taken without a meeting, and without prior notice, if one or more consents in writing setting forth the action so taken are signed by the members having not less than the minimum number of votes that would be required to authorize or take the action at a meeting at which all members entitled to vote on the action were present and voted. The action must be evidenced by one or more written consents describing the action taken, signed by the members approving the action and delivered to the membership nonprofit corporation for filing by the membership nonprofit corporation with the minutes or corporate records. (b) If not otherwise fixed under Section 10A-3A-7.07 and if prior action by the board of directors is not required respecting the action to be taken without a meeting, the record date for determining the members entitled to take action without a meeting shall be the first date on which a written consent signed by a member is delivered to the membership nonprofit corporation. If not otherwise fixed under Section 10A-3A-7.07 and if prior action by the board of directors is required respecting the action to be taken without a meeting, the record date shall be the close of business on the day the resolution of the board of directors taking the prior action is adopted. No written consent of a member shall be effective to take the corporate action referred to therein unless, within 60 days of the earliest date on which a consent is delivered to the membership nonprofit corporation as required by this section, written consents signed by sufficient members to take the action have been delivered to the membership nonprofit corporation. Any person signing a consent may provide, whether through instruction to an agent or otherwise, that the consent will be effective at a future time, including a time determined upon the happening of an event, occurring not later than 60 days after the instruction is given or the provision is made, if evidence of the instruction or provision is provided to the membership nonprofit corporation. If a person signs a consent when that person is not a member, then that person’s consent shall not be valid unless that person is a member as of the record date for determining members entitled to consent to the action. Unless a person’s written consent states that it is irrevocable, that written consent may be revoked by that person by a writing to that effect delivered to the membership nonprofit corporation before unrevoked written consents sufficient in number to take the corporate action have been delivered to the membership nonprofit corporation. (c) A consent signed pursuant to the provisions of this section has the effect of a vote taken at a meeting and may be described as such in any document. Unless the certificate of incorporation, bylaws, or a resolution of the board of directors provides for a reasonable delay to permit tabulation of written consents, the action taken by written consent shall be effective when written consents signed by sufficient members to take the action have been delivered to the membership nonprofit corporation. (d) If action is taken by less than unanimous written consent of the voting members, the membership nonprofit corporation shall give its nonconsenting voting members written notice of the action not more than 10 days after (i) written consents sufficient to take the action have been delivered to the membership nonprofit corporation or (ii) any later date that tabulation of consents is completed pursuant to an authorization under subsection (c). The notice must reasonably describe the action taken. (e) The notice requirements in subsection (d) shall not delay the effectiveness of actions taken by written consent, and a failure to comply with those notice requirements shall not invalidate actions taken by written consent, provided that this subsection shall not be deemed to limit judicial power to fashion any appropriate remedy in favor of a member adversely affected by a failure to give the notice within the required time period.

Official text (accessed 2026-09-30).

Ala. Code § 10A-3A-8.21

(a) Except to the extent that the certificate of incorporation or bylaws require that action by the board of directors be taken at a meeting, action required or permitted by this chapter to be taken by the board of directors may be taken without a meeting if each director signs a consent in a record describing the action to be taken and delivers it to the nonprofit corporation. (b) Action taken under this section is the act of the board of directors when one or more consents signed by all the directors are delivered to the nonprofit corporation. Any director executing a consent may provide, whether through instruction to an agent or otherwise, that the consent will be effective at a future time, including a time determined upon the happening of an event, occurring not later than 60 days after the instruction is given or the provision is made, if evidence of the instruction or provision is provided to the nonprofit corporation. A director’s consent may be withdrawn by a revocation signed by the director and delivered to the nonprofit corporation before delivery to the nonprofit corporation of unrevoked consents signed by all the directors. (c) A consent signed under this section has the effect of action taken at a meeting of the board of directors and may be described as such in any document.

Official text (accessed 2026-09-30).

Ala. Code § 10A-1-4.11

A filing instrument submitted to the filing officer takes effect on the date and time of the actual receipt by the filing officer, except as permitted by Section 10A-1-4.12 or as provided by the provisions of this title which apply to the entity making the filing or other law.

Official text (accessed 2026-09-30).

Ala. Code § 10A-1-4.12

(a) Except as otherwise provided by Section 10A-1-4.14, a filing instrument may take effect at a specified date and time after the time the instrument would otherwise take effect as provided by this title for the entity filing the instrument. (b) If a filing instrument is to take effect on a specific date and time other than that provided by this title: (1) the date may not be later than the 90th day after the date the instrument is delivered to the filing officer for filing; (2) the specific time at which the instrument is to take effect may not be specified as “12:00 a.m.” or “12:00 p.m.”; and (3) if a delayed effective date is specified, but no time is specified, at 12:01 a.m. on the date specified, which may not be more than 90 days after the date the instrument is delivered to the filing officer for filing. (c) If a filing instrument does not specify the time zone or the place at which a date or time, or both, is to be determined, the date or time, or both, at which it becomes effective shall be those prevailing at the place of filing in this state.

Official text (accessed 2026-09-30).

Ala. Code § 10A-3A-1.04

(a) Whenever any filing instrument is to be delivered to the Secretary of State for filing in accordance with this chapter, the instrument shall be executed as follows: (1) Except as provided in subsection (a)(3), the certificate of incorporation, and any other instrument to be filed before the election of the initial board of directors if the initial directors were not named in the certificate of incorporation, shall be signed by the incorporator or incorporators or the successors and assigns of the incorporator or incorporators. If any incorporator is not available then any other instrument may be signed, with the same effect as if the incorporator had signed it, by any person for whom or on whose behalf the incorporator, in executing the certificate of incorporation, was acting directly or indirectly as employee or agent, provided that the other instrument shall state that the incorporator is not available and the reason therefor, that the incorporator in executing the certificate of incorporation was acting directly or indirectly as employee or agent for or on behalf of the person, and that the person’s signature on the instrument is otherwise authorized and not wrongful. (2) Except as provided in subsection (a)(3), all other filing instruments shall be signed: (i) by any authorized officer of the nonprofit corporation; or (ii) if it shall appear from the filing instrument that there are no authorized officers, then by a majority of the directors or by the directors as may be designated by a majority of the board of directors; or (iii) if it shall appear from the filing instrument that there are no authorized officers or directors, then by a majority of the members or by the members as may be designated by a majority of the members. (3) If the nonprofit corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary. (b) The person executing the filing instrument shall sign it and state beneath or opposite the person’s signature the person’s name and the capacity in which the filing instrument is signed. The filing instrument may, but need not, contain a corporate seal, attestation, acknowledgment, or verification.

Official text (accessed 2026-09-30).

Ala. Code § 10A-3A-8.24

(a) Unless the certificate of incorporation or bylaws provide for a greater or lesser number or unless otherwise expressly provided in this chapter, a quorum of a board of directors consists of a majority of the number of directors specified in or fixed in accordance with the certificate of incorporation or bylaws. (b) The quorum of the board of directors specified in or fixed in accordance with the certificate of incorporation or bylaws may not consist of less than one-third of the specified or fixed number of directors. (c) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors unless the certificate of incorporation or bylaws require the vote of a greater number of directors or unless otherwise expressly provided in this chapter.

Official text (accessed 2026-09-30).

Ala. Code § 10A-3A-7.05

(a) A membership nonprofit corporation shall notify members of the place, if any, date, and time of each annual, regular, or special meeting of the members no fewer than 10 nor more than 60 days before the meeting date. If the board of directors has authorized participation by means of remote communication pursuant to Section 10A-3A-7.09 for any class of members or voting group, the notice to that class of members or voting group must describe the means of remote communication to be used. The notice must include the record date for determining the members entitled to vote at the meeting, if that date is different from the record date for determining members entitled to notice of the meeting. Unless the certificate of incorporation requires otherwise, the membership nonprofit corporation is required to give notice only to members entitled to vote at the meeting as of the record date for determining the members entitled to notice of the meeting.

Official text (accessed 2026-09-30).

Ala. Code § 10A-3A-6.01

(a) A nonprofit corporation may have one or more classes of members or may have no members. If the nonprofit corporation has one or more classes of members, the designation of the class or classes, the manner of admission and the qualifications and rights of the members of each class shall be set forth in the certificate of incorporation or bylaws. Subject to Section 10A-3A-14.01

Official text (accessed 2026-09-30).

Ala. Code § 10A-1-4.31

(a)(1) The Secretary of State shall collect the following fees when a filing instrument described in this title is delivered to the Secretary of State for filing: a. Certificate of formation for all entities: Two hundred dollars ($200). b. Amendment to a certificate of formation and a restated certificate of formation: One hundred dollars ($100). c. Name reservations and notice of transfer of name reservation: Twenty-five dollars ($25). d. Certificates, articles, or statements of dissolution or cancellation: One hundred dollars ($100). e. Foreign entity registration including a statement of foreign limited liability partnership: One hundred fifty dollars ($150). f. Certificate of existence: Twenty-five dollars ($25). g. Certificates, articles, or statements of merger, conversion, and share exchange: One hundred dollars ($100). h. Any other filing instrument required or permitted to be delivered to the Secretary of State for filing pursuant to this title: One hundred dollars ($100).

Official text (accessed 2026-09-30).