Section 10A-1-1.03

Definitions.

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 or organization 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 or organization;

(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 Section 10A-17-1.02(2) and an unincorporated professional association as defined in Section 10A-30-1.01(2).

(4) BUSINESS CORPORATION. A corporation within the meaning of Section 10A-2-1.40(3) or Section 10A-2-1.40(9).

(5) BUSINESS TRUST. A business trust within the meaning of Section 10A-16-1.01.

(6) CERTIFICATE OF FORMATION.

(A) the document required to be filed publicly under Article 3 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.

(7) CERTIFICATE OF OWNERSHIP. An instrument evidencing an ownership interest or membership interest in an entity.

(8) CERTIFICATE OF TERMINATION. Any document, such as articles of dissolution in the case of a corporation, or certificate of cancellation, in the case of a limited partnership, required by law to be filed publicly with respect to an entity's dissolution and the winding up of its affairs or the end of its existence. In the case of an entity whose separate existence ceases as a result of a merger, the articles of merger shall constitute the certificate of termination.

(9) CERTIFICATED OWNERSHIP INTEREST. An ownership interest of a domestic entity represented by a certificate issued in bearer or registered form.

(10) CERTIFICATION. Duly authenticated by the proper officer of the state or county under the laws of which a domestic or foreign entity is formed.

(11) 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. In the case of an entity to which Section 234 of the Constitution of Alabama of 1901, now appearing as Section 234 of the Official Recompilation of the Constitution of Alabama of 1901, as amended, applies, the 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 shall be limited to money, work or labor done, or property actually received. For entities to which Section 234 does not apply, the 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.

(12) CONVERSION.

(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.

(13) CONVERTED ENTITY. An entity resulting from a conversion. The term converted entity is synonymous with the term resulting entity.

(14) CONVERTING ENTITY. An entity as the entity existed before the entity's conversion.

(15) COOPERATIVE. Includes an employee cooperative within the meaning of Section 10A-11-1.02(2).

(16) CORPORATION. Includes a business corporation within the meaning of Section 10A-2-1.40(3) or Section 10A-2-1.40(9), a nonprofit corporation within the meaning of Section 10A-3-1.02(7) or Section 10A-3-1.02(4), a professional corporation within the meaning of Section 10A-4-1.03(3) or Section 10A-4-1.03(4), and those entities specified in Chapter 20 as corporate.

(17) COURT. Every court and judge having jurisdiction in a case.

(18) 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.

(19) 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.

(20) DIRECTOR. An individual who serves on the board of directors, by whatever name known, of a foreign or domestic corporation.

(21) 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.

(22) DOMESTIC. With respect to an entity, that the entity is formed and exists under this title.

(23) DOMESTIC ENTITY. An organization formed and existing under this title.

(24) EFFECTIVE DATE OF THIS TITLE. January 1, 2011.

(25) 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.

(26) ENTITY. A domestic entity or foreign entity.

(27) FILING ENTITY. A domestic entity that is a corporation, limited partnership, limited liability company, professional association, employee cooperative corporation, or real estate investment trust.

(28) FILING INSTRUMENT. An instrument, document, or statement that is required or authorized by this title to be filed by or for an entity with the filing officer in accordance with Article 4.

(29) FILING OFFICER. The officer with whom a filing instrument is required or permitted to be filed under Article 4 or under any other provision of this title.

(30) FOREIGN. With respect to an entity, that the entity is formed and existing under the laws of a jurisdiction other than this state.

(31) FOREIGN ENTITY. An organization formed and existing under the laws of a jurisdiction other than this state.

(32) FOREIGN FILING ENTITY. A foreign entity that registers or is required to register as a foreign entity under Section 10A-1-7.01(a)(1).

(33) FOREIGN GOVERNMENTAL AUTHORITY. A governmental official, agency, or instrumentality of a jurisdiction other than this state.

(34) FOREIGN LIMITED PARTNERSHIP. A limited partnership within the meaning of Section 10A-9A-1.02(4).

(35) FOREIGN NONFILING ENTITY. A foreign entity that is not a foreign filing entity.

(36) FUNDAMENTAL BUSINESS TRANSACTION. A merger, interest exchange, conversion, or sale of all or substantially all of an entity's assets.

(37) 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.

(38) GENERAL PARTNERSHIP. A partnership within the meaning of Section 10A-8-1.02(3). The term includes a registered limited liability partnership within the meaning of Section 10A-8-1.02(7).

(39) GOVERNING AUTHORITY. A person or group of persons who are entitled to manage and direct the affairs of an entity under 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 managers of a limited liability company that is managed by managers, the members of a limited liability company that is managed by members who are entitled to manage the 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.

(40) GOVERNING DOCUMENTS.

(A) in the case of a domestic entity:

(i) the certificate of formation for a domestic filing entity or the document or agreement under which a domestic nonfiling entity is formed; and

(ii) the other documents or agreements, including bylaws, partnership agreements of limited partnerships, operating agreements of limited liability companies, or similar documents, adopted by the entity under 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.

(41) GOVERNING PERSON. A person serving as part of the governing authority of an entity.

(42) INDIVIDUAL. A natural person and the estate of an incompetent or deceased natural person.

(43) INSOLVENCY. The inability of a person to pay the person's debts as they become due in the usual course of business or affairs.

(44) INSOLVENT. A person who is unable to pay the person's debts as they become due in the usual course of business or affairs.

(45) JUDGE OF PROBATE. The judge of probate of the county in which a domestic entity's certificate of formation is filed, or, with respect to partnership statements provided for in Section 10A-8-1.06, the judge of probate of the county in which a statement is filed.

(46) JURISDICTION OF FORMATION.

(A) in the case of a domestic filing entity, this state;

(B) in the case of a foreign filing entity, the jurisdiction in which the entity's certificate of formation or similar organizational instrument is filed; or

(C) in the case of a foreign or domestic nonfiling entity:

(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 place of business.

(47) LAW. Unless the context requires otherwise, both statutory and common law.

(48) LICENSE. A license, certificate of registration, or other legal authorization.

(49) 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.

(50) LIMITED LIABILITY COMPANY. A limited liability company within the meaning of Chapter 5A.

(51) 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, Section 10A-9-3.01 or Section 10A-9A-3.01, as applicable; or

(B) in the case of a foreign limited partnership, the laws of its jurisdiction of formation.

(52) LIMITED PARTNERSHIP. A limited partnership within the meaning of Section 10A-9-1.02(11) or 10A-9A-1.02(8), as applicable.

(53) MANAGERIAL OFFICIAL. An officer or a governing person.

(54) MEMBER.

(A) a person defined as a member under Chapter 5A;

(B) in the case of a nonprofit corporation governed by Article 3, a person having membership rights in a corporation in accordance with its governing documents as provided in Section 10A-3-1.02(5);

(C) in the case of an employee cooperative corporation governed by Chapter 11, a natural person who, as provided in Section 10A-11-1.02(5), 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 Section 10A-17-1.02(1), may participate in the selection of persons authorized to manage the affairs of the nonprofit association or in the development of its policy.

(55) MERGER.

(A) the division of a domestic entity into two or more new domestic entities or other organizations or into a surviving domestic entity and one or more new domestic or foreign entities or non-code organizations; or

(B) the combination of one or more domestic entities with one or more domestic entities or non-code organizations resulting in:

(i) one or more surviving domestic entities or non-code organizations;

(ii) the creation of one or more new domestic entities or non-code organizations, or one or more surviving domestic entities or non-code organizations; or

(iii) one or more surviving domestic entities or non-code organizations and the creation of one or more new domestic entities or non-code organizations.

(56) NON-CODE ORGANIZATION. An organization other than a domestic entity.

(57) NONFILING ENTITY. A domestic entity that is not a filing entity. The term includes a domestic general partnership, a registered limited liability partnership, and a nonprofit association.

(58) NONPROFIT ASSOCIATION. An unincorporated nonprofit association within the meaning of Section 10A-17-1.02(2).

(59) NONPROFIT CORPORATION. A nonprofit corporation within the meaning of Section 10A-3-1.02(7) or Section 10A-3-1.02(4).

(60) NONPROFIT ENTITY. An entity that is a nonprofit corporation, nonprofit association, or other entity that is organized solely for one or more nonprofit purposes.

(61) 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.

(62) ORGANIZATION. A corporation, limited or general partnership, limited liability company, business trust, real estate investment trust, joint venture, joint stock company, cooperative, association, bank, insurance company, credit union, savings and loan association, or other organization, regardless of whether the organization is for profit, nonprofit, domestic, or foreign.

(63) 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.

(64) OWNER.

(A) with respect to a foreign or domestic business corporation or real estate investment trust, 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.

(65) 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.

(66) PARENT ENTITY or PARENT ORGANIZATION. An entity or organization 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.

(67) PARTNER. A limited partner or general partner.

(68) PARTNERSHIP. Includes a general partnership, a registered limited liability partnership, a foreign registered limited liability partnership, a limited partnership, a foreign limited partnership, a limited liability limited partnership within the meaning of Section 10A-9-1.02(9) and Section 10A-9A-1.02(6), and a foreign limited liability limited partnership within the meaning of Section 10A-9-1.02(6) and Section 10A-9A-1.02(3).

(69) 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.

(70) PARTNERSHIP INTEREST. In the case of a general partnership the meaning set forth in Section 10A-8-1.02(5).

(71) PARTY TO THE MERGER. A domestic entity or non-code organization that under a plan of merger is divided or combined by a merger. The term does not include a domestic entity or non-code organization that is not to be divided or combined into or with one or more domestic entities or non-code organizations, regardless of whether ownership interests of the entity are to be issued under the plan of merger.

(72) PERSON. An individual or an organization, whether created by the laws of this state or another state or foreign country, including, without limitation, a general partnership, registered limited liability partnership, limited partnership, limited liability company, corporation, professional 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.

(73) 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.

(74) PROFESSIONAL ASSOCIATION. A professional association within the meaning of Section 10A-30-1.01.

(75) PROFESSIONAL CORPORATION. A professional corporation within the meaning of Section 10A-4-1.03(2) or Section 10A-4-1.03(3).

(76) PROFESSIONAL ENTITY. A professional association or a professional corporation.

(77) 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.

(78) PROPERTY. Includes tangible and intangible property and an interest in that property.

(79) REAL ESTATE INVESTMENT TRUST. An unincorporated trust, association, or other entity within the meaning of Section 10A-10-1.02(1).

(80) REGISTERED LIMITED LIABILITY PARTNERSHIP. A registered limited liability partnership within the meaning of Section 10A-8-1.02(7).

(81) 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.

(82) SECRETARY OF STATE. The Secretary of State of the State of Alabama.

(83) SIGNATURE. Any symbol executed or adopted by a person with present intention to authenticate a writing. Unless the context requires otherwise, the term includes an electronic signature and a facsimile of a signature.

(84) 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.

(85) SUBSCRIBER. A person who agrees with or makes an offer to an entity to purchase by subscription an ownership interest in the entity.

(86) 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.

(87) SUBSIDIARY. An entity or organization at least 50 percent of:

(A) the ownership or membership interest of which is owned by a parent entity or parent organization; or

(B) the voting power of which is possessed by a parent entity or parent organization.

(88) 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.

(89) TRUSTEE. A person who serves as a trustee of a trust, including a real estate investment trust.

(90) UNCERTIFICATED OWNERSHIP INTEREST. An ownership interest in a domestic entity that is not represented by a certificate in bearer or registered form.

(91) 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.

(92) 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, §2.)