SB112 Alabama 2024 Session

Updated Feb 23, 2026

Notable

Summary

Primary Sponsor: Sam GivhanSenator
Republican
Session: Regular Session 2024
Title: Alabama Business and Nonprofit Entities Code; amended to delete references to Alabama Nonprofit Corporation Law, clarify and streamline certain provisions in accordance with changes in Delaware law and the Model Business Corporation Act
Summary: SB112 updates Alabama's Business and Nonprofit Codes to modernize governance, align with Delaware and the Model Business Corporation Act, expand registered agent requirements, streamline ratification and restatement processes, and create a new statewide trade association framework.
What This Bill Does
It removes references to the old Alabama Nonprofit Corporation Law and requires registered agents to have Alabama addresses and counties to be listed on the certificate of formation. It streamlines ratification and restatement processes for corporations, LLCs, and partnerships, and allows exculpation of certain officers for specified actions. It updates professional corporation laws and adds new processes for ratification related to professional entities. It creates Chapter 18 to establish the Alabama Statewide Trade Association Law with required records, audits, and member-inspection rights, plus data-use restrictions and oversight provisions.

Who It Affects
Domestic and foreign business corporations, nonprofit corporations, professional corporations, and other entities (including LLCs and partnerships) operating in Alabama, whose formation, amendment, restatement, ratification, and asset transactions would be governed or affected by the changes.
Alabama statewide trade associations and their members, who would be governed by the new Chapter 18, with specific recordkeeping, financial reporting, inspection rights, and governance requirements.

Key Provisions
Eliminates references to the old Alabama Nonprofit Corporation Law and aligns this title with Delaware law changes and the Model Business Corporation Act.
Registered agent requirements: every filing entity must designate a registered agent with an Alabama address and maintain a registered office in Alabama, with the agent's address and the county of the registered agent specified on the certificate of formation.
Ratification and restatement reforms: introduces streamlined ratification and restatement procedures (including certificates of validation) for defective corporate actions and related transactions, reducing reliance on prior filings and clarifying timing and notice.
Officer exculpation and liability: permits exculpation of certain officers for specified actions under updated governance provisions, conforming to Delaware/MBA practice; clarifies amendment/restatement consequences and related liability protections.
Professional corporations: conforms professional corporation law to recent changes in business and nonprofit laws, including governance, liability, and authorization for professional services, and outlines how foreign and domestic professional entities interact with the broader code.
Alabama Statewide Trade Association Law (Chapter 18): creates a new framework for Alabama statewide trade associations, defining eligibility, recordkeeping (certificate of incorporation, bylaws, policies, minutes, director/officer lists, financials, and member lists), annual audits, and member inspection rights; restricts improper use of member data and lists; provides court-ordered access and enforcement mechanisms.
Data and records protections: imposes restrictions on how membership lists and data can be used or disclosed by statewide trade associations, with confidentiality protections and potential court remedies for violations.
Local government expenditure note: acknowledges that the bill would create a new or increased local expenditure but is exempt from Section 111.05 requirements due to specified exceptions.
Effective dates: various provisions take effect on June 1, 2024; additional sections (including core structural changes) take effect August 1, 2024; and certain specified chapters (10A-1-1.03, 10A-1-1.08, 10A-1-3.32) become effective January 1, 2025.

AI-generated summary using openai/gpt-5-nano on Feb 22, 2026. May contain errors — refer to the official bill text for accuracy.
Subjects: Businesses & Financial Institutions