In this chapter:

Terms Used In Alabama Code 10A-2-1.40

  • Articles of incorporation: include amended and restated articles of incorporation and, in the case of a corporation existing on January 1, 1981, its certificate of incorporation, including any amended certificate, and also include, except where the context otherwise requires, articles of merger. See Alabama Code 10A-2-1.40
  • 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. See Alabama Code 10A-1-1.03
  • BUSINESS CORPORATION: A corporation or foreign corporation as defined in Chapter 2 or Chapter 2A, as applicable. See Alabama Code 10A-1-1.03
  • BUSINESS TRUST: A business trust as defined in Chapter 16. See Alabama Code 10A-1-1.03
  • corporation: Includes a domestic or foreign business corporation as defined in Chapter 2 or Chapter 2A, as applicable, 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. See Alabama Code 10A-1-1.03
  • director: An individual who serves on the board of directors, by whatever name known, of a foreign or domestic corporation. See Alabama Code 10A-1-1.03
  • Distribution: means a direct or indirect transfer of money or other property, except its own shares, or incurrence of indebtedness by a corporation to or for the benefit of any one or more of its shareholders in respect of any of its shares. See Alabama Code 10A-2-1.40
  • domestic: With respect to an entity, that the entity is formed and exists pursuant to this title. See Alabama Code 10A-1-1.03
  • Employee: includes an officer but not a director. See Alabama Code 10A-2-1.40
  • foreign: With respect to an entity, that the entity is formed and existing under the laws of a jurisdiction other than this state. See Alabama Code 10A-1-1.03
  • Foreign corporation: means a business corporation incorporated under a law other than the law of this state. See Alabama Code 10A-2-1.40
  • law: Unless the context requires otherwise, both statutory and common law. See Alabama Code 10A-1-1.03
  • LIMITED LIABILITY COMPANY: A limited liability company as defined in Chapter 5A. See Alabama Code 10A-1-1.03
  • merger: The combination of one or more domestic entities with one or more domestic entities or non-code organizations resulting in:

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

    (B) 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

    (C) one or more surviving domestic entities or non-code organizations and the creation of one or more new domestic entities or non-code organizations. See Alabama Code 10A-1-1.03

  • NONPROFIT CORPORATION: A domestic or foreign nonprofit corporation as defined in Chapter 3. See Alabama Code 10A-1-1.03
  • 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. See Alabama Code 10A-1-1.03
  • 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. See Alabama Code 10A-1-1.03
  • person: An individual, including the estate of an incompetent or deceased individual, or an organization, 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. See Alabama Code 10A-1-1.03
  • property: Includes all property, whether real, personal, or mixed, or tangible or intangible, or any right or interest therein. See Alabama Code 10A-1-1.03
  • Record date: means the date established under Article 6 or 7 on which a corporation determines the identity of its shareholders and their shareholdings for purposes of this chapter. See Alabama Code 10A-2-1.40
  • Shares: means the units into which the proprietary interests in a corporation are divided. See Alabama Code 10A-2-1.40
  • 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. See Alabama Code 10A-1-1.03
  • Treasury shares: means shares of a corporation that have been issued, have been subsequently acquired by and belong to the corporation, and have not been canceled or restored to the status of authorized but unissued shares. See Alabama Code 10A-2-1.40
  • United States: includes the territories thereof and the District of Columbia. See Alabama Code 1-1-1
  • Voting group: means all shares of one or more classes or series that under the articles of incorporation or this chapter are entitled to vote and be counted together collectively on a matter at a meeting of shareholders. See Alabama Code 10A-2-1.40

REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.

(1) “Articles of incorporation” include amended and restated articles of incorporation and, in the case of a corporation existing on January 1, 1981, its certificate of incorporation, including any amended certificate, and also include, except where the context otherwise requires, articles of merger. The term “articles of incorporations” as used in this chapter is synonymous with the term “certificate of formation” employed in Chapter 1.

(2) “Authorized shares” means the shares of all classes a domestic or foreign business corporation is authorized to issue.

(3) “Corporation” or “domestic corporation” means a business corporation, which is not a foreign corporation, incorporated under or subject to the provisions of this chapter.

(4) “Distribution” means a direct or indirect transfer of money or other property, except its own shares, or incurrence of indebtedness by a corporation to or for the benefit of any one or more of its shareholders in respect of any of its shares. A distribution may be in the form of a declaration or payment of a dividend; a purchase, redemption, or other acquisition of shares; a distribution of indebtedness; or otherwise.

(5) “Effective date of notice” is defined in Section 10A-2-1.41(e).

(6) “Electronic transmission” or “electronically transmitted” means any process of communication not directly involving the physical transfer of paper that is suitable for the retention, retrieval, and reproduction of information by the recipient.

(7) “Employee” includes an officer but not a director. A director may accept duties that make him or her also an employee.

(8) “Entity” includes corporation and foreign corporation; nonprofit corporation; for profit and nonprofit association; business trust; estate; partnership; limited liability company; trust; and two or more persons having a joint or common economic interest; and state, United States, and foreign government.

(9) “Foreign corporation” means a business corporation incorporated under a law other than the law of this state.

(10) “Notice” is defined in Section 10A-2-1.41.

(11) “Principal office” means the office, in or out of this state, so designated in the annual report where the principal executive offices of a domestic or foreign corporation are located.

(12) “Record date” means the date established under Article 6 or 7 on which a corporation determines the identity of its shareholders and their shareholdings for purposes of this chapter. The determination shall be made as of the close of business on the record date unless another time for doing so is specified when the record date is fixed.

(13) “Secretary” means the corporate officer to whom the board of directors has delegated responsibility under Section 10A-2-8.40(c) for custody of the minutes of the meetings of the board of directors and of the shareholders and for authenticating records of the corporation.

(14) “Shareholder” means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation.

(15) “Shares” means the units into which the proprietary interests in a corporation are divided.

(16) “Subscriber” means a person who subscribes for shares in a corporation, whether before or after incorporation.

(17) “Treasury shares” means shares of a corporation that have been issued, have been subsequently acquired by and belong to the corporation, and have not been canceled or restored to the status of authorized but unissued shares. Treasury shares shall be deemed to be “issued” shares, but not “outstanding” shares.

(18) “Voting group” means all shares of one or more classes or series that under the articles of incorporation or this chapter are entitled to vote and be counted together collectively on a matter at a meeting of shareholders. All shares entitled by the articles of incorporation or this chapter to vote generally on the matter are for that purpose a single voting group.

(Acts 1994, No. 94-245, p. 343, §1; Acts 1995, No. 95-255, p. 427, §1; Act 2006-564, p. 1307, §3; §10-2B-1.40; amended and renumbered by Act 2009-513, p. 967, §87.)