Alabama § 10A-3A-11.07 Effect of Dissolution

Alabama Statutes

§ 10A-3A-11.07 — Effect of Dissolution

Alabama § 10A-3A-11.07

JurisdictionAlabama

Title 10AAlabama Business and Nonprofit Entities Code

Ch. 3AAlabama Nonprofit Corporation Law

Art. 11Dissolution

Div. AVoluntary Dissolution

This text of Alabama § 10A-3A-11.07 (Effect of Dissolution) 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-3A-11.07 (2026).

Text

(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

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(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.