Article 2 Substantive Provisions 10-2A-70 – 10-2A-70.2
Article 11 Special Provisions for Close Corporations 10-2A-300 – 10-2A-313

Terms Used In Alabama Code > Title 10 > Chapter 2A

  • Advice and consent: Under the Constitution, presidential nominations for executive and judicial posts take effect only when confirmed by the Senate, and international treaties become effective only when the Senate approves them by a two-thirds vote.
  • Allegation: something that someone says happened.
  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • Appropriation: The provision of funds, through an annual appropriations act or a permanent law, for federal agencies to make payments out of the Treasury for specified purposes. The formal federal spending process consists of two sequential steps: authorization
  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • 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 45-26-231.06
  • Attachment: A procedure by which a person's property is seized to pay judgments levied by the court.
  • Beneficiary: A person who is entitled to receive the benefits or proceeds of a will, trust, insurance policy, retirement plan, annuity, or other contract. Source: OCC
  • Bequest: Property gifted by will.
  • Capital offense: A crime punishable by death.
  • Common law: The legal system that originated in England and is now in use in the United States. It is based on judicial decisions rather than legislative action.
  • Complaint: A written statement by the plaintiff stating the wrongs allegedly committed by the defendant.
  • Consumer lease: means a lease that a lessor regularly engaged in the business of leasing or selling makes to a lessee who is an individual and who takes under the lease primarily for a personal, family, or household purpose, if the total payments to be made under the lease contract, excluding payments for options to renew or buy, do not exceed $100,000. See Alabama Code 22-19-162
  • corporation: Includes a domestic or foreign business corporation as defined in Chapter 2, 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 45-26-231.06
  • court: Every court and judge having jurisdiction in a case. See Alabama Code 45-26-231.06
  • Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
  • Deed: The legal instrument used to transfer title in real property from one person to another.
  • Devise: To gift property by will.
  • Discovery: Lawyers' examination, before trial, of facts and documents in possession of the opponents to help the lawyers prepare for trial.
  • domestic: With respect to an entity, that the entity is formed and exists under this title. See Alabama Code 45-26-231.06
  • DOMESTIC ENTITY: An organization formed and existing under this title. See Alabama Code 45-26-231.06
  • entity: A domestic entity or foreign entity. See Alabama Code 45-26-231.06
  • Equitable: Pertaining to civil suits in "equity" rather than in "law." In English legal history, the courts of "law" could order the payment of damages and could afford no other remedy. See damages. A separate court of "equity" could order someone to do something or to cease to do something. See, e.g., injunction. In American jurisprudence, the federal courts have both legal and equitable power, but the distinction is still an important one. For example, a trial by jury is normally available in "law" cases but not in "equity" cases. Source: U.S. Courts
  • Fair market value: The price at which an asset would change hands in a transaction between a willing, informed buyer and a willing, informed seller.
  • Fault: means wrongful act, omission, breach, or default. See Alabama Code 22-19-162
  • Fee simple: Absolute title to property with no limitations or restrictions regarding the person who may inherit it.
  • Felony: A crime carrying a penalty of more than a year in prison.
  • FILING ENTITY: A domestic entity that is a corporation, limited partnership, including a limited liability partnership, limited liability company, professional association, employee cooperative corporation, or real estate investment trust. See Alabama Code 45-26-231.06
  • 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. See Alabama Code 45-26-231.06
  • Finance charge: The total cost of credit a customer must pay on a consumer loan, including interest. The Truth in Lending Act requires disclosure of the finance charge. Source: OCC
  • Finance lease: means a lease with respect to which:

    (i) the lessor does not select, manufacture, or supply the goods;

    (ii) the lessor acquires the goods or the right to possession and use of the goods in connection with the lease; and

    (iii) one of the following occurs:

    (A) the lessee receives a copy of the contract by which the lessor acquired the goods or the right to possession and use of the goods before signing the lease contract;

    (B) the lessee's approval of the contract by which the lessor acquired the goods or the right to possession and use of the goods is a condition to effectiveness of the lease contract;

    (C) the lease contract or a separate accurate and complete statement delivered to the lessee discloses in writing (a) all express warranties and other rights provided to the lessee by the lessor and the supplier in connection with the lease contract (b) that there are no other express warranties or rights provided to the lessee by the lessor or the supplier in connection with the lease contract, and (c) in a consumer lease, any waiver, disclaimer, or other negation of express or implied warranties and any limitation or modification of remedy or liquidation of damages for breach of those warranties or other rights of the lessee in a manner as provided in this article or in Article 2, as applicable; or

    (D) the lessor, before the lessee signs the lease contract, informs the lessee in writing (a) of the identity of the supplier, unless the lessee has selected the supplier and directed the lessor to purchase the goods from the supplier, (b) that the lessee is entitled under this article to all warranties and other rights provided to the lessee by the supplier in connection with the lease contract, and (c) to contact the supplier to receive an accurate and complete statement from the supplier of any such express warranties and other rights and any disclaimers or limitations of them or of remedies. See Alabama Code 22-19-162

  • Fiscal year: The fiscal year is the accounting period for the government. For the federal government, this begins on October 1 and ends on September 30. The fiscal year is designated by the calendar year in which it ends; for example, fiscal year 2006 begins on October 1, 2005 and ends on September 30, 2006.
  • 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 45-26-231.06
  • FOREIGN ENTITY: An organization formed and existing under the laws of a jurisdiction other than this state. See Alabama Code 45-26-231.06
  • FOREIGN FILING ENTITY: A foreign entity that registers or is required to register as a foreign entity under Article 7. See Alabama Code 45-26-231.06
  • FOREIGN LIMITED LIABILITY PARTNERSHIP: A foreign limited liability partnership as defined in Chapter 8A. See Alabama Code 45-26-231.06
  • FOREIGN LIMITED PARTNERSHIP: A foreign limited partnership as defined in Chapter 9A. See Alabama Code 45-26-231.06
  • Fraud: Intentional deception resulting in injury to another.
  • GENERAL PARTNERSHIP: A partnership as defined in Chapter 8A. See Alabama Code 45-26-231.06
  • Gift: A voluntary transfer or conveyance of property without consideration, or for less than full and adequate consideration based on fair market value.
  • Goods: means all things that are movable at the time of identification to the lease contract, or are fixtures (Section 7-2A-309), but the term does not include money, documents, instruments, accounts, chattel paper, general intangibles, or minerals or the like, including oil and gas, before extraction. See Alabama Code 22-19-162
  • 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. See Alabama Code 45-26-231.06
  • GOVERNING PERSON: A person serving as part of the governing authority of an entity. See Alabama Code 45-26-231.06
  • Indemnification: In general, a collateral contract or assurance under which one person agrees to secure another person against either anticipated financial losses or potential adverse legal consequences. Source: FDIC
  • juries: include courts or judges in all cases when a jury trial is waived, or when the court or judge is authorized to ascertain and determine the facts as well as the law. See Alabama Code 30-3D-608
  • law: Unless the context requires otherwise, both statutory and common law. See Alabama Code 45-26-231.06
  • Lease: means a transfer of the right to possession and use of goods for a term in return for consideration, but a sale, including a sale on approval or a sale or return, or retention or creation of a security interest is not a lease. See Alabama Code 22-19-162
  • Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). Source: OCC
  • Lease agreement: means the bargain, with respect to the lease, of the lessor and the lessee in fact as found in their language or by implication from other circumstances including course of dealing or usage of trade or course of performance as provided in this article. See Alabama Code 22-19-162
  • Lease contract: means the total legal obligation that results from the lease agreement as affected by this article and any other applicable rules of law. See Alabama Code 22-19-162
  • Leasehold interest: means the interest of the lessor or the lessee under a lease contract. See Alabama Code 22-19-162
  • Legislative session: That part of a chamber's daily session in which it considers legislative business (bills, resolutions, and actions related thereto).
  • Lessee: means a person who acquires the right to possession and use of goods under a lease. See Alabama Code 22-19-162
  • Lessor: means a person who transfers the right to possession and use of goods under a lease. See Alabama Code 22-19-162
  • Lien: means a charge against or interest in goods to secure payment of a debt or performance of an obligation, but the term does not include a security interest. See Alabama Code 22-19-162
  • LIMITED LIABILITY COMPANY: A limited liability company as defined in Chapter 5A. See Alabama Code 45-26-231.06
  • LIMITED LIABILITY LIMITED PARTNERSHIP: A limited liability limited partnership as defined in Chapter 9A. See Alabama Code 45-26-231.06
  • LIMITED LIABILITY PARTNERSHIP: A limited liability partnership as defined in Chapter 8A. See Alabama Code 45-26-231.06
  • LIMITED PARTNERSHIP: A limited partnership as defined in Chapter 9A. See Alabama Code 45-26-231.06
  • MANAGERIAL OFFICIAL: An officer or a governing person. See Alabama Code 45-26-231.06
  • Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
  • NONPROFIT ASSOCIATION: An unincorporated nonprofit association as defined in Chapter 17. See Alabama Code 45-26-231.06
  • 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 45-26-231.06
  • 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 45-26-231.06
  • 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. See Alabama Code 45-26-231.06
  • OWNERSHIP INTEREST: An owner's interest in an entity. See Alabama Code 45-26-231.06
  • 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 45-26-231.06
  • 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 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 45-26-231.06
  • 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, 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 45-26-231.06
  • Plea: In a criminal case, the defendant's statement pleading "guilty" or "not guilty" in answer to the charges, a declaration made in open court.
  • Presiding officer: A majority-party Senator who presides over the Senate and is charged with maintaining order and decorum, recognizing Members to speak, and interpreting the Senate's rules, practices and precedents.
  • Probation: A sentencing alternative to imprisonment in which the court releases convicted defendants under supervision as long as certain conditions are observed.
  • PROFESSIONAL CORPORATION: A domestic or foreign professional corporation as defined in Chapter 4. See Alabama Code 45-26-231.06
  • Prosecute: To charge someone with a crime. A prosecutor tries a criminal case on behalf of the government.
  • Purchase: includes taking by sale, lease, mortgage, security interest, pledge, gift, or any other voluntary transaction creating an interest in goods. See Alabama Code 22-19-162
  • Quorum: The number of legislators that must be present to do business.
  • Remainder: An interest in property that takes effect in the future at a specified time or after the occurrence of some event, such as the death of a life tenant.
  • Restitution: The court-ordered payment of money by the defendant to the victim for damages caused by the criminal action.
  • SECRETARY OF STATE: The Secretary of State of the State of Alabama. See Alabama Code 45-26-231.06
  • Service of process: The service of writs or summonses to the appropriate party.
  • 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 45-26-231.06
  • Sublease: means a lease of goods the right to possession and use of which was acquired by the lessor as a lessee under an existing lease. See Alabama Code 22-19-162
  • Supplier: means a person from whom a lessor buys or leases goods to be leased under a finance lease. See Alabama Code 22-19-162
  • Temporary restraining order: Prohibits a person from an action that is likely to cause irreparable harm. This differs from an injunction in that it may be granted immediately, without notice to the opposing party, and without a hearing. It is intended to last only until a hearing can be held.