As used in this chapter, unless the context otherwise requires, the following terms mean:

Terms Used In Alabama Code 10A-5-1.02

  • ARTICLES OF ORGANIZATION: The filing instrument provided for by Section 10A-5-2. See Alabama Code 10A-5-1.02
  • BUSINESS ENTITY: A corporation, limited liability company, partnership, limited partnership, registered limited liability partnership, or other entity organized to engage in business, whether for profit or not, created under the laws of the State of Alabama, predecessor law, or law of another jurisdiction. See Alabama Code 10A-5-1.02
  • 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
  • domestic: With respect to an entity, that the entity is formed and exists pursuant to this title. See Alabama Code 10A-1-1.03
  • entity: A domestic entity or foreign entity. See Alabama Code 10A-1-1.03
  • 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. See Alabama Code 10A-1-1.03
  • FINANCIAL RIGHTS: Rights to a. See Alabama Code 10A-5-1.02
  • following: means next after. See Alabama Code 1-1-1
  • 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 LIMITED LIABILITY COMPANY: An organization formed under the laws of any jurisdiction other than Alabama that is substantially similar to a limited liability company. See Alabama Code 10A-5-1.02
  • GOVERNANCE RIGHTS: All a member's rights as a member of a limited liability company except financial rights, including without limitation, the rights to participate in the management of the limited liability company and to bind the limited liability company as provided in Section 10A-5-3. See Alabama Code 10A-5-1.02
  • Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
  • 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
  • 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
  • member: A person reflected in the required records of a limited liability company as the owner of some governance rights of a membership interest in the limited liability company. See Alabama Code 10A-5-1.02
  • OPERATING AGREEMENT: A written agreement of the member or members governing the affairs of a limited liability company and the conduct of its business. See Alabama Code 10A-5-1.02
  • organization: A corporation, limited partnership, 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, not for profit, nonprofit, domestic, or foreign. 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
  • 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

(1) ARTICLES OF ORGANIZATION. The filing instrument provided for by Section 10A-5-2.01, or, if it has been amended or restated, as most recently amended or restated. In the case of a foreign limited liability company, the term includes all documents serving a similar function that are required to be filed to form the limited liability company in the state or other jurisdiction where it is organized. The term articles of organization as used in this chapter is synonymous with the term certificate of formation as defined in Section 10A-1-1.03(6). In this chapter, the use of the term certificate of formation shall be deemed to include articles of organization, and vice-versa. Together with the operating agreement, the articles of organization or certificate of formation of a limited liability company constitute its governing documents within the meaning of Section 10A-1-1.03(40).

(2) BUSINESS ENTITY. A corporation, limited liability company, partnership, limited partnership, registered limited liability partnership, or other entity organized to engage in business, whether for profit or not, created under the laws of the State of Alabama, predecessor law, or law of another jurisdiction.

(3) FINANCIAL RIGHTS. Rights to a. share in profits and losses as provided in Section 10A-5-5.03, b. receive interim distributions as provided in Section 10A-5-5.04, and c. receive termination distributions as provided in Section 10A-5-7.05.

(4) FOREIGN LIMITED LIABILITY COMPANY. An organization formed under the laws of any jurisdiction other than Alabama that is substantially similar to a limited liability company.

(5) GOVERNANCE RIGHTS. All a member‘s rights as a member of a limited liability company except financial rights, including without limitation, the rights to participate in the management of the limited liability company and to bind the limited liability company as provided in Section 10A-5-3.03.

(6) LIMITED LIABILITY COMPANY or DOMESTIC LIMITED LIABILITY COMPANY. An organization that is formed and existing under this chapter.

(7) MEMBER. A person reflected in the required records of a limited liability company as the owner of some governance rights of a membership interest in the limited liability company.

(8) OPERATING AGREEMENT. A written agreement of the member or members governing the affairs of a limited liability company and the conduct of its business. The operating agreement, if entered into together with the articles of organization or certificate of formation of a limited liability company constitute its governing documents within the meaning of Section of 10A-1-1.03(40).

(Acts 1993, No. 93-724, p. 1425, §2; Act 97-920, 1st Ex. Sess., p. 312, §1; §10-12-2; amended and renumbered by Act 2009-513, p. 967, §211.)