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-8A-9.01

  • Business: includes every trade, occupation, and profession for profit. See Alabama Code 10A-8A-1.02
  • Constituent organization: means an organization that is party to a merger under this article. See Alabama Code 10A-8A-9.01
  • Converting organization: means an organization that converts into another organization pursuant to this article. See Alabama Code 10A-8A-9.01
  • 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
  • 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 partnership: means a foreign partnership whose partners have limited liability for the debts, obligations, or other liabilities of the foreign partnership under a provision similar to Section 10A-8A-3. See Alabama Code 10A-8A-1.02
  • FOREIGN LIMITED PARTNERSHIP: A foreign limited partnership as defined in Chapter 9A. See Alabama Code 10A-1-1.03
  • Foreign partnership: means a partnership governed by the laws of a jurisdiction other than this state which would be a partnership if governed by the laws of this state. See Alabama Code 10A-8A-1.02
  • 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 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
  • Organization: means a 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-8A-9.01
  • Partnership: means an entity that is formed under this chapter or that is governed by this chapter. See Alabama Code 10A-8A-1.02
  • Partnership agreement: means any agreement (whether referred to as a partnership agreement or otherwise), written, oral or implied, of the partners as to the business or not for profit activity of a partnership. See Alabama Code 10A-8A-1.02
  • 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
  • PROFESSIONAL CORPORATION: A domestic or foreign professional corporation as defined in Chapter 4. See Alabama Code 10A-1-1.03
  • Statement: means a statement of partnership under Section 10A-8A-2. See Alabama Code 10A-8A-1.02
  • Statute: A law passed by a legislature.

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

(2) “Constituent partnership” means a constituent organization that is a partnership.

(3) “Converted organization” means the organization into which a converting organization converts pursuant to this article.

(4) “Converting organization” means an organization that converts into another organization pursuant to this article.

(5) “Converting partnership” means a converting organization that is a partnership.

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

(7) “Organization” means a 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.

(8) “Organizational documents” means:

(A)(i) for a partnership, its partnership agreement and, if applicable, its statement of partnership, statement of not for profit partnership, or statement of limited liability partnership; and (ii) for a foreign partnership, its partnership agreement and, if applicable, its statement of 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 for profit or foreign corporation for profit, its certificate of formation, bylaws, and other agreements among its shareholders 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 formation, 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 formation, bylaws, and other agreements among its shareholders 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.

(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 2018-125, §7.)