Alabama § 10A-1-1.11 - Law Governing Filing Entities.

§ 10A-1-1.11. Law Governing Filing Entities.

(a) It is important to the economy of this state, and to domestic entities, their governing authorities, governing persons, officers, and their owners, employees, creditors, and other constituencies, for the laws governing domestic entities to be clear and comprehensible, and to be applied using the plain meaning of the statute.

(b) A domestic entity, whether a filing entity or a nonfiling entity, is governed by the laws of this state regarding (i) the formation and internal affairs of the domestic entity; and (ii) the rights, privileges, powers, duties, and liabilities, if any, of its governing authorities, governing persons, officers, and owners.

(c) If the formation of an entity occurs when a certificate of formation or similar instrument filed with a foreign governmental authority takes effect, the laws of the state or other jurisdiction in which that foreign governmental authority is located governs (i) the formation and internal affairs of the entity, (ii) the duties and obligations of the governing authorities, governing persons, officers, and owners, and (iii) the liability of its owners.

(d) The governing authorities, governing persons, and officers of a domestic entity, in exercising their duties under this title, may be informed by the laws and judicial decisions of other jurisdictions and the practices observed by entities in any other jurisdiction, but the failure or refusal of a governing authority, governing person, or officer to consider, or to conform the exercise of its, his, or her powers to, the laws, judicial decisions, or practices of another jurisdiction shall not constitute or indicate a breach of a duty.