Notwithstanding Section 10A-1-1.03, as used in this article, unless the context otherwise requires, the following terms mean:

Terms Used In Alabama Code 10A-2A-11.01

  • Acquired entity: means the corporation or foreign corporation that will have all of one or more classes or series of its stock acquired in a stock exchange. See Alabama Code 10A-2A-11.01
  • BUSINESS TRUST: A business trust as defined in Chapter 16. See Alabama Code 10A-1-1.03
  • certificate of incorporation: as used in this chapter is synonymous to the term "certificate of formation" used in Chapter 1. See Alabama Code 10A-2A-1.40
  • Constituent organization: means an organization that is party to a merger under this article. See Alabama Code 10A-2A-11.01
  • 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. See Alabama Code 10A-1-1.03
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • domestic: With respect to an entity, means governed as to its internal affairs by this title. See Alabama Code 10A-1-1.03
  • entity: A domestic or foreign organization. See Alabama Code 10A-1-1.03
  • following: means next after. See Alabama Code 1-1-1
  • foreign: With respect to an entity, means governed as to its internal affairs by the laws of a jurisdiction other than this state. See Alabama Code 10A-1-1.03
  • foreign corporation: means an entity incorporated or existing under this chapter. See Alabama Code 10A-2A-1.40
  • GENERAL PARTNERSHIP: A partnership as defined in Chapter 8A. 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
  • LIMITED LIABILITY LIMITED PARTNERSHIP: A limited liability limited partnership as defined in Chapter 9A. See Alabama Code 10A-1-1.03
  • LIMITED LIABILITY PARTNERSHIP: A limited liability partnership as defined in Chapter 8A. See Alabama Code 10A-1-1.03
  • LIMITED PARTNERSHIP: A limited partnership as defined in Chapter 9A. See Alabama Code 10A-1-1.03
  • 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. 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
  • Organization: means a general partnership, including a limited liability partnership; limited partnership, including a limited liability limited partnership; limited liability company; business trust; corporation; nonprofit corporation; professional corporation; or any other person having a governing statute. See Alabama Code 10A-2A-11.01
  • Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
  • 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
  • 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. See Alabama Code 10A-1-1.03
  • 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. See Alabama Code 10A-1-1.03
  • PROFESSIONAL CORPORATION: A domestic or foreign professional corporation as defined in Chapter 4. See Alabama Code 10A-1-1.03
  • Statute: A law passed by a legislature.

(1) “Acquired entity” means the corporation or foreign corporation that will have all of one or more classes or series of its stock acquired in a stock exchange.

(2) “Acquiring entity” means the corporation or foreign corporation that will acquire all of one or more classes or series of stock of the acquired entity in a stock exchange.

(3) “Constituent corporation” means a constituent organization that is a corporation.

(4) “Constituent organization” means an organization that is party to a merger under this article.

(5) “Governing statute” of an organization means the statute that governs the organization’s internal affairs.

(6) “Organization” means a general partnership, including a limited liability partnership; limited partnership, including a limited liability limited partnership; limited liability company; business trust; corporation; nonprofit corporation; professional corporation; or any other person having a governing statute. The term includes domestic and foreign organizations whether or not organized for profit.

(7) “Organizational documents” means:

(A) for a general partnership or foreign general partnership, its partnership agreement and if applicable, its registration as a limited liability partnership or a foreign limited liability partnership;

(B) for a limited partnership or foreign limited partnership, its certificate of formation and partnership agreement, or comparable writings as provided in its governing statute;

(C) for a limited liability company or foreign limited liability company, its certificate of formation and limited liability company agreement, or comparable writings as provided in its governing statute;

(D) for a business or statutory trust or foreign business or statutory trust its agreement of trust and declaration of trust, or comparable writings as provided in its governing statute;

(E) for a corporation or foreign corporation, its certificate of incorporation, bylaws, and other agreements among its stockholders that are authorized by its governing statute, or comparable writings as provided in its governing statute;

(F) for a nonprofit corporation or foreign nonprofit corporation, its certificate of incorporation, bylaws, and other agreements that are authorized by its governing statute, or comparable writings as provided in its governing statute;

(G) for a professional corporation or foreign professional corporation, its certificate of incorporation, bylaws, and other agreements among its stockholders that are authorized by its governing statute, or comparable writings as provided in its governing statute; and

(H) for any other organization, the basic writings that create the organization and determine its internal governance and the relations among the persons that own it, have an interest in it, or are members of it.

(8) “New personal liability” means personal liability of a person, resulting from a merger or stock exchange, that is (i) (A) in respect of an entity which is different from the entity in which the person held stock or eligible interests immediately before the merger became effective, or (B) in respect of an entity which is different from the entity in which the person held stock immediately before the stock exchange became effective; or (ii) in respect of the same entity as the one in which the person held stock or eligible interests immediately before the merger became effective if (A) the person did not have personal liability immediately before the merger became effective, or (B) the person had personal liability immediately before the merger became effective, the terms and conditions of which were changed when the merger became effective; or (iii) in respect of the same entity as the one in which the person held stock immediately before the stock exchange became effective if (A) the person did not have personal liability immediately before the stock exchange became effective, or (B) the person had personal liability immediately before the stock exchange became effective, the terms and conditions of which were changed when the stock exchange became effective.

(9) “Surviving organization” means an organization into which one or more other organizations are merged under this article, whether the organization pre-existed the merger or was created pursuant to the merger.

(Act 2019-94, §1.)