Section 10A-1-1.03
Definitions.
THIS SECTION WAS AMENDED BY ACT 2021-299 IN THE 2021 REGULAR SESSION, EFFECTIVE JANUARY 1, 2022. TO SEE THE AMENDED VERSION, SEE THE VERSION LABELED PENDING.
As used in this title, unless the context otherwise requires, the following terms mean:
(1) AFFILIATE. A person who controls, is controlled by, or is under common control with another person. An affiliate of an individual includes the spouse, or a parent or sibling thereof, of the individual, or a child, grandchild, sibling, parent, or spouse of any thereof, of the individual, or an individual having the same home as the individual, or a trust or estate of which an individual specified in this sentence is a substantial beneficiary; a trust, estate, incompetent, conservatee, protected person, or minor of which the individual is a fiduciary; or an entity of which the individual is director, general partner, agent, employee or the governing authority or member of the governing authority.
(2) ASSOCIATE. When used to indicate a relationship with:
(A) a domestic or foreign entity for which the person is:
(i) an officer or governing person; or
(ii) a beneficial owner of 10 percent or more of a class of voting ownership interests or similar securities of the entity;
(B) a trust or estate in which the person has a substantial beneficial interest or for which the person serves as trustee or in a similar fiduciary capacity;
(C) the person's spouse or a relative of the person related by consanguinity or affinity within the fifth degree who resides with the person; or
(D) a governing person or an affiliate or officer of the person.
(3) ASSOCIATION. Includes, but is not limited to, an unincorporated nonprofit association as defined in Chapter 17 and an unincorporated professional association as defined in Article 1 of Chapter 30.
(4) BENEFIT CORPORATION. A benefit corporation as defined in Chapter 2A.
(5) BUSINESS CORPORATION. A corporation or foreign corporation as defined in Chapter 2A. The term includes a benefit corporation as defined in Chapter 2A.
(6) BUSINESS TRUST. A business trust as defined in Chapter 16.
(7) CERTIFICATE OF DISSOLUTION. Any document such as a certificate of dissolution, statement of dissolution, or articles of dissolution, required or permitted to be filed publicly with respect to an entity's dissolution and winding up of its business, activity, activities, not for profit activity, or affairs.
(8) CERTIFICATE OF FORMATION.
(A) The document required to be filed publicly under this title to form a filing entity; and
(B) if appropriate, a restated certificate of formation and all amendments of an original or restated certificate of formation.
(9) CERTIFICATE OF OWNERSHIP. An instrument evidencing an ownership interest or membership interest in an entity.
(10) CERTIFICATED OWNERSHIP INTEREST. An ownership interest of a domestic entity represented by a certificate.
(11) CERTIFICATION or CERTIFIED. Duly authenticated by the proper officer or filing officer of the jurisdiction the laws of which govern the internal affairs of an entity.
(12) CONTRIBUTION. A tangible or intangible benefit that a person transfers to an entity in consideration for an ownership interest in the entity or otherwise in the person's capacity as an owner or a member. A benefit that may constitute a contribution transferred in exchange for an ownership interest or transferred in the transferor's capacity as an owner or member may include cash, property, services rendered, a contract for services to be performed, a promissory note or other obligation of a person to pay cash or transfer property to the entity, or securities or other interests in or obligations of an entity. In either case, the benefit does not include cash or property received by the entity:
(A) with respect to a promissory note or other obligation to the extent that the agreed value of the note or obligation has previously been included as a contribution; or
(B) that the person intends to be a loan to the entity.
(13) CONVERSION. A conversion, whether referred to as a conversion, domestication, or otherwise, means:
(A) the continuance of a domestic entity as a foreign entity of any type;
(B) the continuance of a foreign entity as a domestic entity of any type; or
(C) the continuance of a domestic entity of one type as a domestic entity of another type.
(14) CONVERTED ENTITY. An entity resulting from a conversion.
(15) CONVERTING ENTITY. An entity as the entity existed before the entity's conversion.
(16) COOPERATIVE. Includes an employee cooperative as defined in Chapter 11.
(17) CORPORATION. Includes a domestic or foreign business corporation, including a benefit corporation, as defined in Chapter 2A, a domestic or foreign nonprofit corporation as defined in Chapter 3, a domestic or foreign professional corporation as defined in Chapter 4, and those entities specified in Chapter 20 as corporate.
(18) COURT. The designated court, and if none, the circuit court specifically set forth in this title, and if none, any other court having jurisdiction in a case.
(19) DAY. When used in the computation of time, excludes the first day and includes the last day of the period so computed, unless the last day is a Saturday, Sunday, or legal holiday, in which event the period runs until the end of the next day that is not a Saturday, a Sunday, or a legal holiday. When the period of time to be computed is less than 7 days, intermediate Saturdays, Sundays, and legal holidays shall be excluded.
(20) DEBTOR IN BANKRUPTCY. A person who is the subject of:
(A) an order for relief under the United States bankruptcy laws, Title 11, United States Code, or comparable order under a successor statute of general application; or
(B) a comparable order under federal, state, or foreign law governing insolvency.
(21) DESIGNATED COURT. The court or courts that are designated in the (i) certificate of incorporation or bylaws of a corporation as authorized by Chapter 2A, (ii) limited liability company agreement of a limited liability company formed pursuant to or governed by Chapter 5A, (iii) partnership agreement of a partnership formed pursuant to or governed by Chapter 8A, or (iv) limited partnership agreement of a limited partnership formed pursuant to or governed by Chapter 9A.
(22) DIRECTOR. An individual who serves on the board of directors, by whatever name known, of a foreign or domestic corporation.
(23) DISTRIBUTION. A transfer of property, including cash, from an entity to an owner or member of the entity in the owner's or member's capacity as an owner or member. The term includes a dividend, a redemption or purchase of an ownership interest, or a liquidating distribution.
(24) DOMESTIC. With respect to an entity, means governed as to its internal affairs by this title.
(25) DOMESTIC ENTITY. An entity governed as to its internal affairs by this title.
(26) EFFECTIVE DATE OF THIS TITLE. January 1, 2011.
(27) ELECTRONIC. Relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities.
(28) ELECTRONIC SIGNATURE. An electronic signature as that term is defined in the Alabama Electronic Transactions Act, Chapter 1A of Title 8, or any successor statute.
(29) ELECTRONIC TRANSMISSION or ELECTRONICALLY TRANSMITTED. Any form or process of communication not directly involving the physical transfer of paper or another tangible medium, which (i) is suitable for the retention, retrieval, and reproduction of information by the recipient, and (ii) is retrievable in paper form by the recipient through an automated process used in conventional commercial practice.
(30) ELECTRONIC WRITING. Information that is stored in an electronic or other nontangible medium and is retrievable in paper form through an automated process used in conventional commercial practice.
(31) ENTITY. A domestic or foreign organization.
(32) FILING ENTITY. A domestic entity that is a corporation, limited partnership, limited liability limited partnership, limited liability company, professional association, employee cooperative corporation, or real estate investment trust.
(33) FILING INSTRUMENT. An instrument, document, or statement that is required or permitted by this title to be delivered for filing by or for an entity to a filing officer.
(34) FILING OFFICER. An officer of this state with whom a filing instrument is required or permitted to be delivered for filing pursuant to this title.
(35) FOREIGN. With respect to an entity, means governed as to its internal affairs by the laws of a jurisdiction other than this state.
(36) FOREIGN ENTITY. An entity governed as to its internal affairs by the laws of a jurisdiction other than this state.
(37) FOREIGN FILING ENTITY. A foreign entity that registers or is required to register as a foreign entity under Article 7.
(38) FOREIGN GOVERNMENTAL AUTHORITY. A governmental official, agency, or instrumentality of a jurisdiction other than this state.
(39) FOREIGN NONFILING ENTITY. A foreign entity that is not a foreign filing entity.
(40) GENERAL PARTNER.
(A) Each partner in a general partnership; or
(B) a person who is admitted to a limited partnership as a general partner in accordance with the governing documents of the limited partnership.
(41) GENERAL PARTNERSHIP. A partnership as defined in Chapter 8A. The term includes a limited liability partnership as defined in Chapter 8A.
(42) GOVERNING AUTHORITY. A person or group of persons who are entitled to manage and direct the affairs of an entity pursuant to this title and the governing documents of the entity, except that if the governing documents of the entity or this title divide the authority to manage and direct the affairs of the entity among different persons or groups of persons according to different matters, governing authority means the person or group of persons entitled to manage and direct the affairs of the entity with respect to a matter under the governing documents of the entity or this title. The term includes the board of directors of a corporation, by whatever name known, or other persons authorized to perform the functions of the board of directors of a corporation, the general partners of a general partnership or limited partnership, the persons who have direction and oversight of a limited liability company, and the trust managers of a real estate investment trust. The term does not include an officer who is acting in the capacity of an officer.
(43) GOVERNING DOCUMENTS.
(A) In the case of a domestic entity:
(i) the certificate of formation for a filing entity or the document or agreement under which a nonfiling entity is formed; and
(ii) the other documents or agreements, including bylaws, partnership agreements of partnerships, limited liability company agreements of limited liability companies, or similar documents, adopted by the entity pursuant to this title to govern the formation or the internal affairs of the entity; or
(B) in the case of a foreign entity, the instruments, documents, or agreements adopted under the law of its jurisdiction of formation to govern the formation or the internal affairs of the entity.
(44) GOVERNING PERSON. A person serving as part of the governing authority of an entity.
(45) INDIVIDUAL. A natural person and the estate of an incompetent or deceased natural person.
(46) INSOLVENCY. The inability of a person to pay the person's debts as they become due in the usual course of business or affairs.
(47) INSOLVENT. A person who is unable to pay the person's debts as they become due in the usual course of business or affairs.
(48) JUDGE OF PROBATE. The judge of probate of the county in which an entity is required or permitted to deliver a filing instrument for filing pursuant to this title.
(49) JURISDICTION OF FORMATION.
(A) In the case of a filing entity, this state;
(B) in the case of a foreign entity, the jurisdiction in which the entity's certificate of formation or similar organizational instrument is filed, or if no certificate of formation or similar organizational instrument is filed, then the laws of the jurisdiction which govern the internal affairs of the foreign entity;
(C) in the case of a general partnership which has filed a statement of partnership, a statement of not for profit partnership, or a statement of limited liability partnership in accordance with Chapter 8A, in this state;
(D) in the case of a foreign limited liability partnership, the laws of the jurisdiction which govern the filing of the foreign limited liability partnership's statement of limited liability partnership or such filing in that jurisdiction; and
(E) in the case of a foreign or domestic nonfiling entity other than those entities described in subsection (C) or (D):
(i) the jurisdiction the laws of which are chosen in the entity's governing documents to govern its internal affairs if that jurisdiction bears a reasonable relation to the owners or members or to the domestic or foreign nonfiling entity's business and affairs under the principles of this state that otherwise would apply to a contract among the owners or members; or
(ii) if subparagraph (i) does not apply, the jurisdiction in which the entity has its principal office.
(50) LAW. Unless the context requires otherwise, both statutory and common law.
(51) LICENSE. A license, certificate of registration, or other legal authorization.
(52) LICENSING AUTHORITY. The state court, state regulatory licensing board, or other like agency which has the power to issue a license or other legal authorization to render professional services.
(53) LIMITED LIABILITY COMPANY. A limited liability company as defined in Chapter 5A.
(54) LIMITED LIABILITY LIMITED PARTNERSHIP. A limited liability limited partnership as defined in Chapter 9A.
(55) LIMITED LIABILITY PARTNERSHIP. A limited liability partnership as defined in Chapter 8A.
(56) LIMITED PARTNER. A person who has been admitted to a limited partnership as a limited partner as provided by:
(A) in the case of a domestic limited partnership, Chapter 9A; or
(B) in the case of a foreign limited partnership, the laws of its jurisdiction of formation.
(57) LIMITED PARTNERSHIP. A limited partnership as defined in Chapter 9A. The term includes a limited liability limited partnership as defined in Chapter 9A.
(58) MANAGERIAL OFFICIAL. An officer or a governing person.
(59) MEMBER.
(A) A person defined as a member under Chapter 5A;
(B) in the case of a nonprofit corporation formed pursuant to or governed by Chapter 3, a person having membership rights in the nonprofit corporation in accordance with its governing documents as provided in Chapter 3;
(C) in the case of an employee cooperative corporation formed pursuant to or governed by Chapter 11, a natural person who, as provided in Chapter 11, has been accepted for membership in and owns a membership share in an employee cooperative;
(D) in the case of a nonprofit association, a person who, as provided in Chapter 17, may participate in the selection of persons authorized to manage the affairs of the nonprofit association or in the development of its policy.
(60) MERGER. The combination of one or more domestic entities with one or more domestic entities or foreign entities resulting in:
(A) one or more surviving domestic entities or foreign entities;
(B) the creation of one or more new domestic entities or foreign entities, or one or more surviving domestic entities or foreign entities; or
(C) one or more surviving domestic entities or foreign entities and the creation of one or more new domestic entities or foreign entities.
(61) NONFILING ENTITY. A domestic entity that is not a filing entity. The term includes a domestic general partnership, a limited liability partnership, and a nonprofit association.
(62) NONPROFIT ASSOCIATION. An unincorporated nonprofit association as defined in Chapter 17. The term does not include a general partnership which has filed a statement of not for profit partnership in accordance with Chapter 8A, a limited partnership which is carrying on a not for profit purpose, or a limited liability company which is carrying on a not for profit purpose.
(63) NONPROFIT CORPORATION. A domestic or foreign nonprofit corporation as defined in Chapter 3.
(64) NONPROFIT ENTITY. An entity that is a nonprofit corporation, nonprofit association, or other entity that is organized solely for one or more nonprofit purposes.
(65) OFFICER. An individual elected, appointed, or designated as an officer of an entity by the entity's governing authority or under the entity's governing documents.
(66) ORGANIZATION. A corporation, limited partnership, general partnership, limited liability company, business trust, real estate investment trust, joint venture, joint stock company, cooperative, association, or other organization, including, regardless of its organizational form, a bank, insurance company, credit union, and savings and loan association, whether for profit, not for profit, nonprofit, domestic, or foreign.
(67) ORGANIZER. A person, who need not be an owner or member of the entity, who, having the capacity to contract, is authorized to execute documents in connection with the formation of the entity. The term includes an incorporator.
(68) OWNER.
(A) With respect to a foreign or domestic business corporation or real estate investment trust, a stockholder or a shareholder;
(B) with respect to a foreign or domestic partnership, a partner;
(C) with respect to a foreign or domestic limited liability company or association, a member; and
(D) with respect to another foreign or domestic entity, an owner of an equity interest in that entity.
(69) OWNERSHIP INTEREST. An owner's interest in an entity. The term includes the owner's share of profits and losses or similar items and the right to receive distributions. The term does not include an owner's right to participate in management or participate in the direction or oversight of the entity. An ownership interest is personal property.
(70) PARENT or PARENT ENTITY. An entity that:
(A) owns at least 50 percent of the ownership or membership interest of a subsidiary; or
(B) possesses at least 50 percent of the voting power of the owners or members of a subsidiary.
(71) PARTNER. A limited partner or general partner.
(72) PARTNERSHIP. Includes a general partnership, a limited liability partnership, a foreign limited liability partnership, a limited partnership, a foreign limited partnership, a limited liability limited partnership, and a foreign limited liability limited partnership.
(73) PARTNERSHIP AGREEMENT. Any agreement (whether referred to as a partnership agreement or otherwise), written, oral or implied, of the partners as to the activities and affairs of a general partnership or a limited partnership. The partnership agreement includes any amendments to the partnership agreement. In the case of limited partnerships formed prior to October 1, 1998, partnership agreement includes the certificate of partnership.
(74) PARTY TO THE MERGER. A domestic entity or foreign entity that under a plan of merger is combined by a merger. The term does not include a domestic entity or foreign entity that is not to be combined into or with one or more domestic entities or foreign entities, regardless of whether ownership interests of the entity are to be issued under the plan of merger.
(75) PERSON. An individual, including the estate of an incompetent or deceased individual, or an entity, whether created by the laws of this state or another state or foreign country, including, without limitation, a general partnership, limited liability partnership, limited partnership, limited liability limited partnership, limited liability company, corporation, professional corporation, nonprofit corporation, professional association, trustee, personal representative, fiduciary, as defined in Section 19-3-150 or person performing in any similar capacity, business trust, estate, trust, association, joint venture, government, governmental subdivision, agency, or instrumentality, or any other legal or commercial entity.
(76) PRESIDENT.
(A) The individual designated as president of an entity under the entity's governing documents; or
(B) the officer or committee of persons authorized to perform the functions of the principal executive officer of an entity without regard to the designated name of the officer or committee.
(77) PRINCIPAL OFFICE. The office, in or out of this state, where the principal executive office, whether referred to as the principal executive office, chief executive office, or otherwise, of an entity is located.
(78) PROFESSIONAL ASSOCIATION. A professional association as defined in Chapter 30.
(79) PROFESSIONAL CORPORATION. A domestic or foreign professional corporation as defined in Chapter 4.
(80) PROFESSIONAL ENTITY. A professional association and a professional corporation.
(81) PROFESSIONAL SERVICE. Any type of service that may lawfully be performed only pursuant to a license issued by a state court, state regulatory licensing board, or other like agency pursuant to state laws.
(82) PROPERTY. Includes all property, whether real, personal, or mixed, or tangible or intangible, or any right or interest therein.
(83) REAL ESTATE INVESTMENT TRUST. An unincorporated trust, association, or other entity as defined in Chapter 10.
(84) SECRETARY.
(A) The individual designated as secretary of an entity under the entity's governing documents; or
(B) the officer or committee of persons authorized to perform the functions of secretary of an entity without regard to the designated name of the officer or committee.
(85) SECRETARY OF STATE. The Secretary of State of the State of Alabama.
(86) SIGN or SIGNATURE. With the present intent to authenticate or adopt a writing:
(A) to execute or adopt a tangible symbol to a writing, and includes any manual, facsimile, or conformed signature; or
(B) to attach to or logically associate with an electronic transmission an electronic sound, symbol, or process, and includes an electronic signature in an electronic transmission.
(87) STATE. Includes, when referring to a part of the United States, a state or commonwealth, and its agencies and governmental subdivisions, and a territory or possession, and its agencies and governmental subdivisions, of the United States.
(88) SUBSCRIBER. A person who agrees with or makes an offer to an entity to purchase by subscription an ownership interest in the entity.
(89) SUBSCRIPTION. An agreement between a subscriber and an entity, or a written offer made by a subscriber to an entity before or after the entity's formation, in which the subscriber agrees or offers to purchase a specified ownership interest in the entity.
(90) SUBSIDIARY. An entity at least 50 percent of:
(A) the ownership or membership interest of which is owned by a parent entity; or
(B) the voting power of which is possessed by a parent entity.
(91) TREASURER.
(A) The individual designated as treasurer of an entity under the entity's governing documents; or
(B) the officer or committee of persons authorized to perform the functions of treasurer of an entity without regard to the designated name of the officer or committee.
(92) TRUSTEE. A person who serves as a trustee of a trust, including a real estate investment trust.
(93) UNCERTIFICATED OWNERSHIP INTEREST. An ownership interest in a domestic entity that is not represented by a certificate.
(94) VICE PRESIDENT.
(A) The individual designated as vice president of an entity under the governing documents of the entity; or
(B) the officer or committee of persons authorized to perform the functions of the president of the entity on the death, absence, or resignation of the president or on the inability of the president to perform the functions of office without regard to the designated name of the officer or committee.
(95) WRITING or WRITTEN. Information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.
(Act 2009-513, p. 967, §2; Act 2014-144, p. 265, §2; Act 2016-379, p. 934, §2; Act 2018-125, §1; Act 2019-94, §2; Act 2020-73, §1.)