Alabama § 10A-1-2.13 Power to Make Guaranties

Alabama Statutes

§ 10A-1-2.13 — Power to Make Guaranties

Alabama § 10A-1-2.13

JurisdictionAlabama

Title 10AAlabama Business and Nonprofit Entities Code

Ch. 1General Provisions

Art. 2Purposes and Powers of Domestic Entity

Div. BPowers of Domestic Entity

This text of Alabama § 10A-1-2.13 (Power to Make Guaranties) is published on Counsel Stack Legal Research, covering Alabama primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Ala. Code § 10A-1-2.13 (2026).

Text

(a)In this section, “guaranty” means a mortgage, pledge, security agreement, or other agreement making the domestic entity or its assets secondarily liable for another person’s contract, security, or other obligation.

(b)Unless otherwise provided by its governing documents or this title, a domestic entity may:

(1)make a guaranty on behalf of a parent, subsidiary, or affiliate of the entity; or

(2)make a guaranty of the indebtedness of another person if the guaranty may reasonably be expected directly or indirectly to benefit the entity.

(c)For purposes of subsection (b)(2), a decision by the governing authority of the domestic entity that a guaranty may reasonably be expected to benefit the entity is conclusive and not subject to attack by any person, except:

(1)a guaranty may not be

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(a) In this section, “guaranty” means a mortgage, pledge, security agreement, or other agreement making the domestic entity or its assets secondarily liable for another person’s contract, security, or other obligation.
(b) Unless otherwise provided by its governing documents or this title, a domestic entity may:
(1) make a guaranty on behalf of a parent, subsidiary, or affiliate of the entity; or
(2) make a guaranty of the indebtedness of another person if the guaranty may reasonably be expected directly or indirectly to benefit the entity.
(c) For purposes of subsection (b)(2), a decision by the governing authority of the domestic entity that a guaranty may reasonably be expected to benefit the entity is conclusive and not subject to attack by any person, except:
(1) a guaranty may not be enforced by a person who participated in a fraud on the domestic entity resulting in the making of the guaranty or by a person who had notice of that fraud at the time the person acquired rights under the guaranty;
(2) a proposed guaranty may be enjoined at the request of an owner of the domestic entity on the ground that the guaranty cannot reasonably be expected to benefit the domestic entity; or
(3) the domestic entity, whether acting directly or through a receiver, trustee, or other legal representative, or through an owner on behalf of the domestic entity, may bring suit for damages against the managerial officials, owners, or members who authorized the guaranty on the ground that the guaranty could not reasonably be expected to benefit the domestic entity.