This bill would make changes to the Alabama Business and Nonprofit Entities Code to allow business corporations to elect to become benefit corporations; allow electronic filing of all entity filings to increase the speed at which businesses may be formed and by which transactions may be accomplished; update definitions to include terms applicable to the allowance of electronic and digital transactions and transmissions of filings, notices, and data; establish certain basic standards for all filing instruments to allow for easier electronic transmission; provide a mechanism to allow the Secretary of State to reject certain filing instruments which are not accompanied by full payment, to assist in the electronic filing process; clarify the requirements of certificates of existence for entities; remove certain outdated definitions and matters to streamline the code; and to clarify that volunteer partners, managers, members, governing persons, and other members of a
governing authority are considered officers of a qualifying nonprofit entity, thereby recognizing that there are nonprofit partnerships, nonprofit limited partnerships, and non-profit limited liability companies
Relating to the Alabama Business and Nonprofit Entities Code; to amend Sections 10A-1-1.02, 10A-1-1.03, and 10A-1-1.08, as amended by Act 2019-94, 2019 Regular Session, Code of Alabama 1975; to add Sections 10A-1-3.07 and 10A-1-3.08 to the Code of Alabama 1975; to amend Sections 10A-1-3.32, as amended by Act 2019-94, 2019 Regular Session, 10A-1-3.33, as amended by Act 2019-304, 2019 Regular Session, 10A-1-3.42, 10A-1-4.01, and 10A-1-4.02, as amended by Act 2019-94, 2019 Regular Session, and 10A-1-4.05, Code of Alabama 1975; to add Section 10A-1-4.07 to the Code of Alabama 1975; to amend Sections 10A-1-4.11, as amended by Act 2019-94, 2019 Regular Session, 10A-1-4.12, 10A-1-4.21 and 10A-1-4.31, as amended by Act 2019-94, 2019 Regular Session, and Sections 10A-1-5.04 and 10A-1-5.11, Code of Alabama 1975; to add Section 10A-1-5.17 to the Code of Alabama 1975; to amend Sections 10A-1-6.02, 10A-1-8.01, and 10A-1-8.02, as amended by Act 2019-94, 2019 Regular Session, 10A-2A-1.40, 10A-2A-1.41,
10A-2A-1.52, 10A-2A-2.02, 10A-2A-2.05, 10A-2A-3.04, 10A-2A-7.03, 10A-2A-7.20, 10A-2A-7.24, 10A-2A-7.29, 10A-2A-7.40, 10A-2A-8.09, 10A-2A-13.30, 10A-2A-14.01, 10A-2A-14.03, 10A-2A-14.04, 10A-2A-14.07, 10A-2A-14.10, 10A-2A-14.11, 10A-2A-16.04, 10A-2A-16.05, and 10A-2A-16.10, as added to the Code of Alabama 1975, by Act 2019-94, 2019 Regular Session; to add Sections 10A-2A-17.01, 10A-2A-17.02, 10A-2A-17.03, 10A-2A-17.04, 10A-2A-17.05, and 10A-2A-17.06, to the Code of Alabama 1975; to amend and renumber existing Sections 10A-2A-17.01, 10A-2A-17.02, 10A-2A-17.03, 10A-2A-17.04, 10A-2A-17.05, and 10A-2A-17.06 as added to the Code of Alabama 1975 by Act 2019-94, 2019 Regular Session, as Sections 10A-2A-18.01, 10A-2A-18.02, 10A-2A-18.03, 10A-2A-18.04, 10A-2A-18.05, and 10A-2A-18.06, Code of Alabama 1975; and to amend Sections 10A-3-2.14, 10A-3-3.01, 10A-3-3.03, 10A-3-4.02, 10A-3-4.04, 10A-3-5.04, 10A-3-7.01, 10A-3-7.04, 10A-3-7.05, 10A-3-7.06, 10A-3-7.07, 10A-3-7.08, 10A-3-7.09, 10A-3-7.10, 10A-3-7.16, 10A-3-7.18, and 10A-4-3.02, as added to the Code of Alabama 1975, by Act 2019-94, 2019 Regular Session, Section 10A-4-4.01, as amended by Act 2019-94, 2019 Regular Session, Sections 10A-4-5.08, 10A-5A-2.01, 10A-5A-2.02, 10A-5A-2.04, 10A-5A-2.05, 10A-5A-2.06, 10A-5A-4.01, 10A-5A-7.01, 10A-5A-7.02, 10A-5A-7.03, 10A-5A-7.05, 10A-5A-7.08, 10A-5A-8.02, 10A-5A-11.09, 10A-5A-11.11, 10A-5A-11.13, 10A-8A-8.02, 10A-8A-8.07, 10A-8A-8.11, 10A-8A-10.03, 10A-9A-2.01, 10A-9A-2.02, 10A-9A-2.03, 10A-9A-2.04, 10A-9A-2.06,
10A-9A-8.01, 10A-9A-8.02, 10A-9A-8.03, 10A-9A-8.07, 10A-9A-8.11, 10A-10-1.07, and 10A-10-1.14, 10A-10-1.15, as amended by Act 2019-94, 2019 Regular Session, and Sections 10A-16-1.05, 10A-17-1.06, 10A-17-1.11, 10A-20-1.08, 10A-20-2.01, 10A-20-6.02, 10A-20-6.06, 10A-20-7.02, 10A-20-9.01, 10A-20-10.01, 10A-20-11.01, 10A-20-12.01, 10A-20-16.01, and 10A-20-16.02, Code of Alabama 1975, to to allow business corporations to elect to become benefit corporations; to allow electronic filing of all entity filings; to update definitions to include terms applicable to the allowance of electronic and digital transactions and transmissions of filings, notices, and data; to establish certain basic standards for all filing instruments; to provide a mechanism to allow the Secretary of State to reject certain filing instruments which are not accompanied by full payment; to clarify the requirements of certificates of existence for entities; to remove certain outdated definitions and matters; and to clarify that volunteer partners, managers, members, governing persons, and other members of a governing authority are considered officers of a qualifying nonprofit entity, thereby recognizing that there are nonprofit partnerships, nonprofit limited partnerships, and non-profit limited liability companies.