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Form a Business

Real Estate Investment Trusts.

Ala. Code tit. 10A, ch. 10
in effect

Ala. Code § 10A-10-1.01 Short Title.

10A-10-1.01. Short Title. This chapter and the provisions of Chapter 1 to the extent applicable to real estate investment trusts may be cited as the “Alabama Real Estate Investment Trust Law.” (Acts 1995, No. 95-628, p. 1317, §1; §10-13-1; amended and renumbered by Act 2009-513, p. 967, §308.)

Ala. Code § 10A-10-1.02 Definitions.

10A-10-1.02. Definitions. As used in this chapter, unless the context otherwise requires, the following words shall have the meanings respectively ascribed to them: (1) REAL ESTATE INVESTMENT TRUST. An unincorporated trust or association in which property is acquired, held, managed, administered, controlled, invested, or disposed of for the benefit and profit of any person who may become a shareholder or an entity that otherwise complies with the provisions of 26 U.S.C. Sections 856 to 860, inclusive, of the U.S. Internal Revenue Code, as amended from time to time, and the rulings and regulations adopted thereunder. (2) SHARE. A transferable unit of beneficial interest in a real estate investment trust. (3) SHAREHOLDER. The holder of a transferable unit of beneficial interest in a real estate investment trust. (Acts 1995, No. 95-628, p. 1317, §2; §10-13-2; amended and renumbered by Act 2009-513, p. 967, §308.)

Ala. Code § 10A-10-1.03 Permitted Form of Unincorporated Trust or Association.

10A-10-1.03. Permitted Form of Unincorporated Trust or Association. A real estate investment trust is a permitted form of unincorporated trust or association, and may conduct business in the state in accordance with this chapter and with Chapter 1. (Acts 1995, No. 95-628, p. 1317, §3; §10-13-3; amended and renumbered by Act 2009-513, p. 967, §308.)

Ala. Code § 10A-10-1.04 Construction with Other Law.

10A-10-1.04. Construction with Other Law. (a) This chapter does not limit present law as it applies to the creation of or doing business in the state by: (1) A common-law trust. (2) A business trust. (3) A Massachusetts trust. (b) To the extent any provision of this chapter is contrary to or inconsistent with 26 U.S.C. Sections 856 to 860, inclusive, of the U.S. Internal Revenue Code, as amended from time to time, or the rulings and regulations adopted under those sections, the latter shall prevail as to any real estate investment trust qualifying under those sections, rulings, and regulations. (Acts 1995, No. 95-628, p. 1317, §4; §10-13-4; amended and renumbered by Act 2009-513, p. 967, §308.)

Ala. Code § 10A-10-1.05 Compliance Required.

10A-10-1.05. Compliance Required. A real estate investment trust may not do business in the state until it complies with this chapter and, in the case of a foreign real estate investment trust, with Article 7 of Chapter 1. (Acts 1995, No. 95-628, p. 1317, §5; §10-13-5; amended and renumbered by Act 2009-513, p. 967, §308.)

Ala. Code § 10A-10-1.06 Declaration of Trust.

10A-10-1.06. Declaration of Trust. (a) A real estate investment trust organized under this chapter shall file its declaration of trust in the same manner as the certificate of formation of an Alabama domestic filing entity and shall be subject in all respects to the provisions of Article 4 of Chapter 1, governing filing of documents except as those provisions may be inconsistent with the provisions of this chapter. (b) The declaration of trust shall: (1) Indicate clearly that the trust is a real estate investment trust. (2) State the name of the trust. (3) State the total number of shares that the real estate investment trust has authority to issue. (4) Provide for an annual meeting of shareholders after the delivery of the annual report, at a convenient location and on proper notice. (5) Provide for the election of trustees at least every third year at an annual meeting of shareholders. (6) State the number of trustees and the names of those persons who will serve as trustees until the first meeting of shareholders and until their successors are elected and qualified or at a later time as may be specified in the declaration of trust. (7) State the name and address of a resident agent of the real estate investment trust in Alabama. (8) If the shares are divided into classes as permitted by Section 10A-10-1.07, provide a description of each class, including any preferences, conversion, and other rights, voting powers, restrictions, limitations as to dividends or distributions, qualifications, and terms and conditions of redemption. (c) Notwithstanding any provision of this chapter which requires for any action, the concurrence of a greater proportion of the votes than a majority of the votes entitled to be cast, a real estate investment trust may provide by its declaration of trust that the action may be taken or authorized on the concurrence of a smaller proportion, but not less than a majority of the number of votes entitled to be cast on the matter. (d) The declaration of trust shall be signed and acknowledged by each trustee. (Acts 1995, No. 95-628, p. 1317, §6; §10-13-6; amended and renumbered by Act 2009-513, p. 967, §308.)

Ala. Code § 10A-10-1.07 Classification of Shares.

10A-10-1.07. Classification of Shares. (a) A real estate investment trust may provide by its declaration of trust any of the following: (1) That any specified class of shares is preferred over another class as to its distributive share of the assets on voluntary or involuntary liquidation of the real estate investment trust and the amount of the preference. (2) That any specified class of shares may be redeemed at the option of the real estate investment trust or of the holders of the shares and the terms and conditions of redemption, including the time and price of redemption. (3) That any specified class of shares is convertible into shares of one or more classes and the terms and conditions of conversion. (4) That the holders of any specified securities issued or to be issued by the real estate investment trust have any voting or other rights which, by law, are or may be conferred on shareholders. (5) For any other preferences, rights, restrictions, including restrictions on transferability and qualifications not inconsistent with law. (6) That the board of trustees may classify or reclassify any unissued shares, from time to time, by setting or changing the preferences, conversion, or other rights, voting powers, restrictions, limitations as to dividends, qualifications, or terms or conditions of redemption of the shares. (7) That the board of trustees may amend the declaration of trust to increase or decrease the aggregate number of shares or the number of shares of any class that the trust has authority to issue. (b) If, under a power contained in the declaration of trust, the board of trustees classifies or reclassifies any unissued shares by setting or changing the preferences, conversion, or other rights, voting powers, restrictions, limitations as to dividends or distributions, qualifications or terms or conditions of redemption, the board, before issuing any of the shares, shall deliver articles supplementary for record to the Secretary of State for filing, which shall include both of the following: (1) A description of the shares, including the preferences, conversion, and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption, as set or changed by the board of trustees. (2) A statement that the shares have been classified or reclassified by the board of trustees under the authority contained in the declaration of trust. (c) (1) For purposes of this subsection, “facts” include the occurrence of any event, including a determination or action by any person or body, including the real estate investment trust. (2) Any of the preferences, conversion, or other rights, voting powers, restrictions, limitations as to dividends or distributions, qualifications, or terms or conditions of redemption of any class or series of shares may be made dependent upon facts ascertainable outside the declaration of trust and may vary among holders of the shares, provided, that the manner in which the facts or variations will operate upon the preferences, conversion, or other rights, voting powers, restrictions, limitations as to dividends or distributions, qualifications, or terms or conditions of redemption of the class or series of shares is clearly and expressly set forth in the declaration of trust. (d) If the real estate investment trust has authority to issue shares of more than one class, the certificate evidencing the shares shall contain on its face or back a full statement or summary of: (1) The designations and any preferences, conversion, and other rights, voting powers, restrictions, limitations as to dividends or distributions, qualifications, and terms and conditions of redemption of the shares of each class which the real estate investment trust is authorized to issue. (2) If the real estate investment trust is authorized to issue any preferred or special class in series, both of the following: a. The differences in the relative rights and preferences between the shares of each series to the extent they have been set. b. The authority of the board of trustees to set the relative rights and preferences of subsequent series. (e)(1) A summary of the information required by subsection (d), as included in a registration statement permitted to become effective under the Federal Securities Act of 1933, is an acceptable summary for the purposes of this section. (2) Instead of a full statement or summary, the certificate may state that the real estate investment trust will furnish a full statement of the information required by subsection (d) to any holder of shares on request and without charge. (f) Unless the declaration of trust provides otherwise, the trustees of a real estate investment trust may authorize the issue of some of the shares of any or all of its classes or series without certificates. The authorization does not affect shares already represented by certificates until they are surrendered to the real estate investment trust. At the time of issuance or transfer of any shares without certificates, the real estate investment trust shall send the shareholder a written statement of the information required on certificates by subsection (d) or (e). (Acts 1995, No. 95-628, p. 1317, §7; §10-13-7; amended and renumbered by Act 2009-513, p. 967, §308; Act 2020-73, §10.)

Ala. Code § 10A-10-1.08 Removal of Trustees.

10A-10-1.08. Removal of Trustees. Unless the declaration of trust provides otherwise, the shareholders of a real estate investment trust may remove any trustee with or without cause by the affirmative vote of a majority of all the votes entitled to be cast for the election of trustees. (Acts 1995, No. 95-628, p. 1317, §8; §10-13-8; amended and renumbered by Act 2009-513, p. 967, §308.)

Ala. Code § 10A-10-1.09 Powers.

10A-10-1.09. Powers. A real estate investment trust has the power to: (1) Unless the declaration of trust provides otherwise, have perpetual existence unaffected by any rule against perpetuities. (2) Sue, be sued, complain, and defend in all courts. (3) Transact its business, carry on its operations, and exercise the powers granted by this chapter in any state, territory, district, or possession of the United States and in any foreign country. (4) Make contracts, incur liabilities, and borrow money. (5) Sell, mortgage, lease, pledge, exchange, convey, transfer, and otherwise dispose of all or any part of its assets. (6) Issue bonds, notes, and other obligations, and secure them by mortgage or deed of trust of all or any part of its assets. (7) Subject to Section 10A-10-1.10, acquire by purchase, or in any other manner, take, receive, own, hold, use, employ, improve, encumber, and otherwise deal with any interest in real and personal property, wherever located. (8) Purchase, take, receive, subscribe for, or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, loan, pledge, or otherwise dispose of and deal with: a. Securities, shares, and other interests in any obligations of domestic and foreign corporations, other real estate investment trusts, associations, partnerships, and individuals. b. Direct and indirect obligations of the United States, any other government, state, territory, government district, and municipality, and any of their instrumentalities. (9) Elect or appoint trustees, officers, and agents of the trust for the period of time the declaration of trust or bylaws provide, define their duties, and determine their compensation. (10) Adopt and implement employee or officer benefit plans. (11) Make and alter bylaws not inconsistent with law or with its declaration of trust to regulate the government of the real estate investment trust and the administration of its affairs. (12) Exercise these powers, including the power to take, hold, and dispose of the title to real and personal property in the name of the trust or in the name of its trustees, without the filing of any bond. (13) Generally exercise the powers set forth in its declaration of trust which are not inconsistent with law and are appropriate to promote and attain the purposes set forth in its declaration of trust. (14) Indemnify or advance expenses to trustees, officers, employees, and agents of the trust to the same extent as permitted for directors, officers, employees, and agents of an Alabama corporation under the Alabama Business Corporation Law. (Acts 1995, No. 95-628, p. 1317, §9; §10-13-9; amended and renumbered by Act 2009-513, p. 967, §308; Act 2019-94, §2.)

Ala. Code § 10A-10-1.10 Provisions on Investments and Use.

10A-10-1.10. Provisions on Investments and Use. (a) A real estate investment trust shall hold, either directly or through other entities, assets of such character, in such percentages, and for such uses as permitted by Sections 856 to 860, inclusive, of the Internal Revenue Code, as amended from time to time. (b) Except as provided in subsection (a), the trustees shall have the powers as to the investment of the trust estate as may be set out in the declaration of trust without regard to the type of investments to which trustees generally are restricted. (Acts 1995, No. 95-628, p. 1317, §10; §10-13-10; amended and renumbered by Act 2009-513, p. 967, §308.)

Ala. Code § 10A-10-1.11 Annual Report.

10A-10-1.11. Annual Report. (a) Each year, a real estate investment trust doing business in this state shall prepare an annual report of its operations. The report shall include a balance sheet, an income statement, and a surplus statement. (b) The financial statements in the annual report shall be certified by an independent certified public accountant based on the accountant’s full examination of the books and records of the real estate investment trust in accordance with generally accepted auditing procedures. (c) The annual report shall be submitted to shareholders at or before the annual meeting of shareholders. (d) A real estate investment trust shall mail the annual financial statements to each shareholder within 120 days after the close of each fiscal year. Thereafter, on written request from a shareholder who was not mailed the statements, the real estate investment trust shall mail to him or her the latest financial statements. (Acts 1995, No. 95-628, p. 1317, §11; §10-13-11; amended and renumbered by Act 2009-513, p. 967, §308.)

Ala. Code § 10A-10-1.12 Inspection of Records.

10A-10-1.12. Inspection of Records. A shareholder has the same right to inspect the records of the real estate investment trust as a shareholder of a corporation under the Alabama Business Corporation Law. (Acts 1995, No. 95-628, p. 1317, §12; §10-13-12; amended and renumbered by Act 2009-513, p. 967, §308; Act 2019-94, §2.)

Ala. Code § 10A-10-1.13 Filing Fees.

10A-10-1.13. Filing Fees. (a) A real estate investment trust shall pay the filing fees required under Section 10A-1-4.31. (b) In computing fees under this section, a real estate investment trust shall treat its declaration of trust in the same manner as a certificate of formation. (Acts 1995, No. 95-628, p. 1317, §13; §10-13-13; amended and renumbered by Act 2009-513, p. 967, §308.)

Ala. Code § 10A-10-1.14 Amendment of Declaration.

10A-10-1.14. Amendment of Declaration. (a) Except as provided in subsection (c) of Section 10A-10-1.06 or subdivision (7) of subsection (a) of Section 10A-10-1.07, a declaration of trust may be amended only as provided in this section. (b) The board of trustees of a real estate investment trust proposing an amendment to its declaration of trust shall: (1) Adopt a resolution which sets forth the proposed amendment and declares that it is advisable. (2) Direct that the proposed amendment be submitted for consideration at either an annual or special meeting of the shareholders. (c) Notice which states that a purpose of the meeting will be to act upon the proposed amendment shall be given by the real estate investment trust in the manner provided in the declaration of trust or bylaws to: (1) Each shareholder entitled to vote on the proposed amendment. (2) Each shareholder not entitled to vote on the proposed amendment if the contract rights of the shareholder’s shares, as expressly set forth in the declaration of trust, would be altered by the amendment. (3) The notice shall include a copy of the amendment or a summary of the changes it will affect. (d) The proposed amendment shall be approved by the shareholders of the real estate investment trust by the affirmative vote of two-thirds of all the votes entitled to be cast in the matter. (e) A declaration of trust may permit the trustees by a two-thirds vote to amend provisions of the declaration of trust, from time to time, to qualify as a real estate investment trust under the Internal Revenue Code or under this chapter. (f) A certificate of amendment setting forth the amendment and stating the manner in which it was adopted shall be signed and acknowledged by at least a majority of the trustees or an officer duly authorized by at least a majority of the trustees and deliver the certificate of amendment to the Secretary of State for filing. (Acts 1995, No. 95-628, p. 1317, §14; §10-13-14; amended and renumbered by Act 2009-513, p. 967, §308; Act 2020-73, §10.)

Ala. Code § 10A-10-1.15 Merger.

10A-10-1.15. Merger. (a) For purposes of this section, the following words shall have the respective meanings ascribed to them: (1) ALABAMA REAL ESTATE INVESTMENT TRUST. A real estate investment trust organized in compliance with the provisions of this chapter. (2) BUSINESS TRUST. a. An entity described in Section 10A-16-1.01. b. An unincorporated trust or association, including an Alabama real estate investment trust, a common-law trust, or a Massachusetts trust, which is engaged in business and in which property is acquired, held, managed, administered, controlled, invested, or disposed of for the benefit and profit of any person who may become a holder of a transferable unit of beneficial interest in the trust. (3) DOMESTIC LIMITED LIABILITY COMPANY. A limited liability company as defined under the Alabama Limited Liability Company Law. (4) DOMESTIC LIMITED PARTNERSHIP. A limited partnership as defined under the Alabama Limited Partnership Law. (5) FOREIGN BUSINESS TRUST. A business trust organized under the laws of the United States, another state of the United States, or a territory, possession, or district of the United States. (6) FOREIGN LIMITED LIABILITY COMPANY. A limited liability company formed under the laws of any state other than the State of Alabama or under the laws of a foreign country or other foreign jurisdiction and denominated as such under the laws of such state, foreign country, or other foreign jurisdiction. (7) FOREIGN LIMITED PARTNERSHIP. A limited partnership formed under the laws of any state other than the State of Alabama or under the laws of a foreign country or other foreign jurisdiction and denominated as such under the laws of such state, foreign country, or other foreign jurisdiction. (b) Unless the declaration of trust provides otherwise, an Alabama real estate investment trust may merge into an Alabama or foreign business trust, into an Alabama or foreign corporation having capital stock, or into a domestic or foreign limited partnership or limited liability company; or one or more business trusts, corporations, domestic or foreign limited partnerships, or limited liability companies may merge into an Alabama real estate investment trust. (c) A merger shall be approved in the manner provided by this section, except that: (1) A foreign business trust, an Alabama business trust, other than an Alabama real estate investment trust, a corporation, a domestic or foreign limited partnership, or a domestic or foreign limited liability company party to the merger shall have the merger advised, authorized, and approved in the manner and by the vote required by its declaration of trust, charter, or partnership agreement, and the laws of the place where it is organized. (2) A merger needs to be approved by an Alabama real estate investment trust successor only by a majority of its entire board of trustees if: a. The merger does not reclassify or change its outstanding shares or otherwise amend its declaration of trust. b. The number of shares to be issued or delivered in the merger is not more than 15 percent of the number of its shares of the same class or series outstanding immediately before the merger becomes effective. (d) The board of trustees of each Alabama real estate investment trust proposing to merge shall: (1) Adopt a resolution that declares the proposed transaction is advisable in substantially the terms and conditions set forth or referred to in the resolution. (2) Direct that the proposed transaction be submitted for consideration at either an annual or special meeting of shareholders. (e) Notice which states that a purpose of a meeting will be to act upon the proposed merger shall be given by each Alabama real estate investment trust in the manner provided for corporations by the Alabama Business Corporation Law, to: (1) Each of its shareholders entitled to vote on the proposed transaction. (2) Each of its shareholders not entitled to vote on the proposed transaction, except the shareholders of a successor in a merger if the merger does not alter the contract rights of their shares as expressly set forth in the declaration of trust. (f) Except as provided in subsection (c) of Section 10A-10-1.06, the proposed merger shall be approved by the shareholders of each Alabama real estate investment trust by the affirmative vote of two-thirds of all the votes entitled to be cast on the matter. (g) Articles of merger containing the information required by the Alabama Business Corporation Law and the other provisions as permitted by that section shall be: (1) Executed for each party to the articles of merger in the manner required by the Alabama Business Corporation Law. (2) Filed for the record in the Office of the Secretary of State in accordance with the provisions of Article 4 of Chapter 1. (h)(1) A proposed merger may be abandoned before the effective date of the articles of merger: a. If the articles of merger so provide, by majority vote of the entire board of trustees of any one business trust party to the articles or by a majority of the entire board of directors of any one corporation party to the articles. b. Unless the articles of merger provide otherwise, by a majority vote of the entire board of trustees of each Alabama real estate investment trust party to the articles. c. By unanimous consent of the members of a limited liability company party to the articles of merger. d. By unanimous consent of the partners of a limited partnership party to the articles of merger. (2) If the articles of merger have been filed in the Office of the Secretary of State, notice of the abandonment shall be given promptly to the Secretary of State. (3)a. If the proposed merger is abandoned as provided in this subsection, no legal liability arises under the articles of merger. b. An abandonment does not prejudice the rights of any person under any other contract made by a business trust, corporation, limited partnership, or limited liability company party to the proposed articles of merger in connection with the proposed merger. c. Each shareholder of an Alabama real estate investment trust objecting to a merger of the Alabama real estate investment trust shall have the same rights as a stockholder of an Alabama corporation under Article 13 of Chapter 2A and under the same procedures. (i) The Secretary of State shall prepare certificates of merger that specify: (1) The name of each party to the articles of merger. (2) The name of the successor and the location of its principal office in this state or, if it has none, its principal place of business. (3) The time the articles of merger are accepted for record by the Secretary of State. (j) If the successor in a merger is an Alabama real estate investment trust, a merger is effective as of the later of: (1) The time the Secretary of State accepts the articles of merger for record. (2) The time established under the articles of merger, not to exceed 30 days after the articles are accepted for record. (k)(1) If the successor in a merger is a foreign corporation, a foreign limited partnership, a foreign limited liability company, or an Alabama or foreign business trust, other than an Alabama real estate investment trust, the merger is effective as of the later of: a. The time specified by the law of the place where the successor is organized. b. The time the Secretary of State accepts the articles of merger for record. (2) A foreign successor in a merger may deliver for filing to the Secretary of State a certificate which certifies the date the articles of merger were filed. However, the failure to file this certificate does not invalidate the merger. (l)(1) Consummation of a merger has the effects provided in this subsection. (2) The separate existence of each business trust, corporation, limited partnership, or limited liability company party to the articles of merger, except the successor, ceases. (3) The shares of each business trust party to the articles of merger which are to be converted or exchanged under the terms of the articles cease to exist, subject to the rights of an objecting shareholder under this section. (4) In addition to any other purposes and powers set forth in the articles, if the articles of merger provide, the successor has the purposes and powers of each party to the articles. (5)a. The assets of each party to the articles of merger, including any legacies which it would have been capable of taking, vest in and devolve on the successor without further act or deed. b. Confirmatory deeds, assignments, or similar instruments to evidence the merger may be executed and delivered at any time in the name of either party to the articles of merger. A certified copy of any document required to be filed under this section may be filed in the real estate records in the office of the judge of probate in any county in which the nonsuccessor party owned real property, without payment and without collection by the judge of probate of any deed or other transfer tax or fee. The judge of probate, however, may collect a filing fee of five dollars ($5). Any such filing shall evidence chain of title, but lack of filing shall not affect the converted entity’s title to the real property. (6)a. The successor is liable for all the debts and obligations of each nonsurviving party to the articles of merger. An existing claim, action, or proceeding pending by or against any nonsurviving party to the articles of merger may be prosecuted to judgment as if the merger had not taken place, or, on motion of the successor or any party, the successor may be substituted as a party and the judgment against the nonsurviving party to the articles of merger constitutes a lien on the property of the successor. b. A merger does not impair the rights of creditors or any liens on the property of any business trust, corporation, limited partnership, or limited liability company which is a party to the articles of merger. (m) This section is not exclusive. Real estate investment trusts may merge or exchange their shares in any other manner provided by law, including pursuant to the provisions of Article 8 of Chapter 1. (Acts 1995, No. 95-628, p. 1317, §15; §10-13-15; amended and renumbered by Act 2009-513, p. 967, §308; Act 2019-94, §2; Act 2020-73, §10.)

Ala. Code § 10A-10-1.16 Dissolution.

10A-10-1.16. Dissolution. (a) A real estate investment trust may terminate its existence by voluntary dissolution and wind up its business and affairs in the manner and on the grounds provided in the Alabama Business Corporation Law. (b) A real estate investment trust may curtail or cease its trust activities by partially or completely distributing its assets. (c)(1) The Attorney General may institute proceedings to dissolve a real estate investment trust which has abused, misused, or failed to use its powers. The proceedings shall be brought in the manner and on the grounds provided in the Alabama Business Corporation Law, with respect to judicial dissolution of a corporation. (2) The venue of an action under this subsection is in a county where an officer or resident agent of the real estate investment trust is located. (Acts 1995, No. 95-628, p. 1317, §16; §10-13-16; amended and renumbered by Act 2009-513, p. 967, §308; Act 2019-94, §2.)

Ala. Code § 10A-10-1.17 Liability of Trust.

10A-10-1.17. Liability of Trust. The liability of a real estate investment trust extends to as much of the trust estate, including the whole, as necessary to discharge the liability. (Acts 1995, No. 95-628, p. 1317, §17; §10-13-17; amended and renumbered by Act 2009-513, p. 967, §308.)

Ala. Code § 10A-10-1.18 Nonliability of Shareholders for Obligations of Trust.

10A-10-1.18. Nonliability of Shareholders for Obligations of Trust. No holder of the shares of, or beneficial interest in, a real estate investment trust shall be personally liable for any liabilities, duties or obligations of, or claims against, the real estate investment trust, whether arising before or after the holder became the owner or holder of the shares or beneficial interest. (Acts 1995, No. 95-628, p. 1317, §18; §10-13-18; amended and renumbered by Act 2009-513, p. 967, §308.)

Ala. Code § 10A-10-1.19 Liability of Trustee.

10A-10-1.19. Liability of Trustee. (a) Subject to the provisions of subsection (b), a trustee of a real estate investment trust is not personally liable for the obligations of the real estate investment trust. (b) If a trustee otherwise would be liable, the provisions of this subsection do not relieve the trustee from any liability to the trust or its security holders for any act that constitutes: (1) Bad faith. (2) Willful misfeasance. (3) Gross negligence. (4) Reckless disregard of the trustee’s duties. (c)(1) Except as provided in subdivision (2), the declaration of trust of a real estate investment trust may include any provision expanding or limiting the liability of its trustees and officers to the trust or its shareholders for money damages. (2) The declaration of trust of a real estate investment trust may not include any provision that restricts or limits the liability of its trustees or officers to the trust or its shareholders: a. To the extent that it is proven that the person actually received an improper benefit or profit in money, property, or services, for the amount of the benefit or profit in money, property, or services actually received. b. To the extent that a judgment or other final adjudication adverse to the person is entered in a proceeding based on a finding in the proceeding that the person’s action or failure to act was the result of active and deliberate dishonesty and was material to the cause of action adjudicated in the proceeding. (3) This subsection may not be construed to affect the liability of a person in any capacity other than the person’s capacity as a trustee or officer of a real estate investment trust. (Acts 1995, No. 95-628, p. 1317, §19; §10-13-19; amended and renumbered by Act 2009-513, p. 967, §308.)

Ala. Code § 10A-10-1.20 Service of Process.

10A-10-1.20. Service of Process. In an action against a real estate investment trust doing business in the state, process shall be served on any officer or resident agent of the real estate investment trust or by any method permitted under Section 10A-1-5.31, 10A-1-5.35, or 10A-1-5.36, and any notice or demand permitted or required by law may be served in like manner. (Acts 1995, No. 95-628, p. 1317, §20; §10-13-20; amended and renumbered by Act 2009-513, p. 967, §308.)

Ala. Code § 10A-10-1.21 Income Tax.

10A-10-1.21. Income Tax. (a) A real estate investment trust shall be subject to the tax imposed by Section 40-18-31, provided, that for purposes of Section 40-18-33, the “net income” of a real estate investment trust shall mean “real estate investment trust taxable income” as defined in 26 U.S.C. Section 857 as in effect from time to time. (b) Solely for purposes of conforming federal law with Alabama law, the “net income” of a real estate investment trust determined pursuant to subsection (a) shall be further adjusted as follows: (1) The deduction for intercorporate dividends received under Section 40-18-35(a) (7), shall not be allowed. (2) The deduction for dividends paid, as defined in 26 U.S.C. Section 561, shall be allowed but (i) shall be computed without regard to that portion of the deduction which is attributable to the amount equal to the net income from foreclosure property as defined in 26 U.S.C. Section 857, and (ii) shall be limited by the provisions of Section 40-18-35(c). The dividends received deduction for dividends received from a Captive REIT shall be limited as provided in Section 40-18-35(a)(7)d. (3) The net income shall be computed without regard to application by Section 40-18-13, or 26 U.S.C. Section 443(b), relating to computation of tax on change of annual accounting period. (4) There shall be deducted an amount equal to the tax imposed for the taxable year by 26 U.S.C. Section 857(b) (5), as in effect from time to time. (5) There shall be excluded an amount equal to any net income derived from prohibited transactions as defined in 26 U.S.C. Section 857, and no deduction shall be allowed for the federal tax equal to 100 percent of the net income derived from the prohibited transactions. (c) In computing the tax imposed by this section, “qualified REIT subsidiaries” of a real estate investment trust shall be treated in accordance with 26 U.S.C. Section 856(i), as amended, from time to time, and the rulings and regulations adopted hereunder. (d) For purposes of determining the source of income from distributions of a real estate investment trust to its shareholders, the income shall not be construed to arise from sources within Alabama merely because the title and ownership of the real estate investment trust property or the evidence thereof is vested in a real estate investment trust organized under this chapter. (e) The Commissioner of Revenue shall adopt the rulings and regulations necessary to conform the treatment of real estate investment trusts to the applicable provisions of Title 26 of the United States Code, as amended from time to time. (Acts 1995, No. 95-628, p. 1317, §21; Act 2008-543, p. 1175, §1; §10-13-21; amended and renumbered by Act 2009-513, p. 967, §308.)

Ala. Code § 10A-10-1.23 Treatment of Corporate Real Estate Investment Trust.

10A-10-1.23. Treatment of Corporate Real Estate Investment Trust. A domestic or foreign corporation or any “qualified REIT subsidiary” of the domestic or foreign corporation as defined in 26 U.S.C. Section 856(i), otherwise in compliance with the provisions of Chapters 1 and 2, that elects to be treated as a real estate investment trust under 26 U.S.C. Section 856, as amended from time to time, shall compute its Alabama income tax in accordance with Section 10A-10-1.21. (Acts 1995, No. 95-628, p. 1317, §23; §10-13-23; amended and renumbered by Act 2009-513, p. 967, §310.)

Ala. Code § 10A-10-1.24 Treatment of Distribution.

10A-10-1.24. Treatment of Distribution. Distributions made from ordinary income by a real estate investment trust are income. All other distributions made by the trust, including distributions from capital gains, depreciation, or depletion, whether in the form of cash or an option to take new stock or cash or an option to purchase additional shares, are principal. (Acts 1995, No. 95-628, p. 1317, §24; §10-13-24; amended and renumbered by Act 2009-513, p. 967, §310.)
Source: Alabama Legislature (alison.legislature.state.al.us)URL: https://alison.legislature.state.al.us/code-of-alabamaFetched: 10/20/2026

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