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of existence for entities; remove certain outdated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.
