Article 1 General Provisions 10A-4-1.01 – 10A-4-1.03
Article 2 Purposes, Powers, and Organization 10A-4-2.01 – 10A-4-2.04
Article 3 Shareholders; Directors and Officers; Professional Liability 10A-4-3.01 – 10A-4-3.06
Article 4 Special Provisions as to Amendments; Merger and Consolidation 10A-4-4.01 – 10A-4-4.02
Article 5 Regulation of Professional Corporations; Foreign Professional Corporations; Application to Existing Corporations 10A-4-5.01 – 10A-4-5.08

Terms Used In Alabama Code > Title 10A > Chapter 4

  • abortion: The use or prescription of any instrument, medicine, drug, or any other substance or device with the intent to terminate the pregnancy of a woman known to be pregnant with knowledge that the termination by those means will with reasonable likelihood cause the death of the unborn child. See Alabama Code 26-23E-3
  • abortion: as used in this chapter , does not include a procedure or act to terminate the pregnancy of a woman with an ectopic pregnancy, nor does it include the procedure or act to terminate the pregnancy of a woman when the unborn child has a lethal anomaly. See Alabama Code 26-23F-3
  • abortion: The use or prescription of any instrument, medicine, drug, or any other substance or device with the intent to terminate the pregnancy of a woman known to be pregnant with knowledge that the termination by those means will with reasonable likelihood cause the death of the unborn child. See Alabama Code 26-23H-3
  • ABORTION INDUCING DRUG: A medicine, drug, or any other substance prescribed or dispensed with the intent of terminating the clinically diagnosable pregnancy of a woman, with the knowledge that the termination will with reasonable likelihood cause the death of the unborn child. See Alabama Code 26-23E-3
  • ABORTION OR REPRODUCTIVE HEALTH CENTER: A facility defined and regulated as an abortion or reproductive health center by the rules of the Alabama State Board of Health. See Alabama Code 26-23E-3
  • Adjourn: A motion to adjourn a legislative chamber or a committee, if passed, ends that day's session.
  • administer: To give or apply a pharmacologic or other therapeutic agent to a patient. See Alabama Code 26-23E-3
  • 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.
  • Affidavit: A written statement of facts confirmed by the oath of the party making it, before a notary or officer having authority to administer oaths.
  • agreement: Any agreement between a wholesaler and a supplier, whether oral or written, whereby a wholesaler is granted the right to purchase and sell a brand or brands of wine sold by a supplier. See Alabama Code 45-37-21.03
  • 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.
  • ANCILLARY BUSINESS: A business owned by a wholesaler, or by a substantial partner of a wholesaler, the primary business of which is directly related to the transporting, storing, or marketing of the brand or brands of wine of a supplier with whom the wholesaler has an agreement; or a business owned by a wholesaler, a substantial stockholder of a wholesaler, or a substantial partner of a wholesaler which recycles empty beverage containers. See Alabama Code 45-37-21.03
  • Answer: The formal written statement by a defendant responding to a civil complaint and setting forth the grounds for defense.
  • Appeal: A request made after a trial, asking another court (usually the court of appeals) to decide whether the trial was conducted properly. To make such a request is "to appeal" or "to take an appeal." One who appeals is called the appellant.
  • Appellate: About appeals; an appellate court has the power to review the judgement of another lower court or tribunal.
  • 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
  • Arrest: Taking physical custody of a person by lawful authority.
  • 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 10A-1-1.03
  • Attachment: A procedure by which a person's property is seized to pay judgments levied by the court.
  • Bailiff: a court officer who enforces the rules of behavior in courtrooms.
  • Bankruptcy: Refers to statutes and judicial proceedings involving persons or businesses that cannot pay their debts and seek the assistance of the court in getting a fresh start. Under the protection of the bankruptcy court, debtors may discharge their debts, perhaps by paying a portion of each debt. Bankruptcy judges preside over these proceedings.
  • 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.
  • BODILY REMAINS: The physical remains, corpse, or body parts of a dead unborn infant who has been expelled or extracted from his or her mother. See Alabama Code 26-23F-3
  • bureau: The Bureau of Loans of the State Banking Department. See Alabama Code 5-18-3
  • BUSINESS CORPORATION: A corporation or foreign corporation as defined in Chapter 2A. See Alabama Code 10A-1-1.03
  • CASH ADVANCE: The amount of cash or its equivalent that the borrower actually receives or is paid at his direction or on his behalf. See Alabama Code 5-18-3
  • check: A debit authorization or a check signed by the maker and made payable to a person licensed under this chapter. See Alabama Code 5-18A-2
  • 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.
  • CONTINUOUS TRANSACTION: To extend a deferred presentment transaction with the same account without redemption in full with cash or guaranteed funds. See Alabama Code 5-18A-2
  • conversion: A conversion, whether referred to as a conversion, domestication, or otherwise, means:

    (A) the continuance of a domestic entity as a foreign entity of any type;

    (B) the continuance of a foreign entity as a domestic entity of any type; or

    (C) the continuance of a domestic entity of one type as a domestic entity of another type. See Alabama Code 10A-1-1.03

  • CONVERTED ENTITY: An entity resulting from a conversion. See Alabama Code 10A-1-1.03
  • 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.
  • court: The designated court, and if none, the circuit court specifically set forth in this title, and if none, any other court having jurisdiction in a case. See Alabama Code 10A-1-1.03
  • Decedent: A deceased person.
  • Deed: The legal instrument used to transfer title in real property from one person to another.
  • DEFERRED PRESENTMENT SERVICES: A transaction pursuant to a written agreement involving the following combination of activities in exchange for a fee:

    a. See Alabama Code 5-18A-2

  • department: The State Banking Department. See Alabama Code 5-18A-2
  • DESIGNATED MEMBER: The spouse, child, grandchild, parent, brother, or sister of a deceased individual who owned an interest, including a controlling interest, in a wholesaler; or any person who inherits the ownership interest of the deceased individual in the wholesaler under the terms of the will of the deceased individual, or under the laws of intestate succession of this state; or any person who or entity which has otherwise by designation in writing by the deceased individual, succeeded the deceased individual in the business of the wholesaler, or has succeeded to the ownership interest of the deceased individual in the wholesaler pursuant to a written contract or instrument; and also includes the appointed and qualified personal representative and the testamentary trustee of a deceased individual owning an ownership interest in a wholesaler. See Alabama Code 45-37-21.03
  • 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
  • Discovery: Lawyers' examination, before trial, of facts and documents in possession of the opponents to help the lawyers prepare for trial.
  • dispense: To sell, distribute, administer, leave with, give away, dispose of, deliver, or supply a drug or medicine to the ultimate user or the user's agent. See Alabama Code 26-23E-3
  • DISQUALIFIED PERSON: Any person who is not a qualified person. See Alabama Code 10A-4-1.03
  • Docket: A log containing brief entries of court proceedings.
  • domestic: With respect to an entity, means governed as to its internal affairs by this title. See Alabama Code 10A-1-1.03
  • DOMESTIC PROFESSIONAL CORPORATION: A corporation for profit or nonprofit organized pursuant to the provisions of this chapter. See Alabama Code 10A-4-1.03
  • ECTOPIC PREGNANCY: Any pregnancy resulting from a fertilized egg that has implanted or attached outside the uterus. See Alabama Code 26-23F-3
  • ECTOPIC PREGNANCY: Any pregnancy resulting from either a fertilized egg that has implanted or attached outside the uterus or a fertilized egg implanted inside the cornu of the uterus. See Alabama Code 26-23H-3
  • entity: A domestic or foreign organization. See Alabama Code 10A-1-1.03
  • 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
  • Ex officio: Literally, by virtue of one's office.
  • Executor: A male person named in a will to carry out the decedent
  • 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.
  • Felony: A crime carrying a penalty of more than a year in prison.
  • Fiduciary: A trustee, executor, or administrator.
  • FINAL DISPOSITION: The burial, interment, cremation, or other legal disposition of the bodily remains of a deceased unborn infant. See Alabama Code 26-23F-3
  • 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
  • Forbearance: A means of handling a delinquent loan. A
  • Foreclosure: A legal process in which property that is collateral or security for a loan may be sold to help repay the loan when the loan is in default. Source: OCC
  • 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 PROFESSIONAL CORPORATION: A corporation or unincorporated association, for profit or nonprofit, organized for the purpose of rendering professional services under a law other than the law of Alabama. See Alabama Code 10A-4-1.03
  • Garnishment: Generally, garnishment is a court proceeding in which a creditor asks a court to order a third party who owes money to the debtor or otherwise holds assets belonging to the debtor to turn over to the creditor any of the debtor
  • GOOD FAITH: Honesty in fact and the observance of reasonable commercial standards of fair dealing in the trade, as defined in and interpreted under the Uniform Commercial Code, Section 7-2-103. See Alabama Code 45-37-21.03
  • Guarantor: A party who agrees to be responsible for the payment of another party's debts should that party default. Source: OCC
  • Guardian: A person legally empowered and charged with the duty of taking care of and managing the property of another person who because of age, intellect, or health, is incapable of managing his (her) own affairs.
  • Habeas corpus: A writ that is usually used to bring a prisoner before the court to determine the legality of his imprisonment. It may also be used to bring a person in custody before the court to give testimony, or to be prosecuted.
  • Indictment: The formal charge issued by a grand jury stating that there is enough evidence that the defendant committed the crime to justify having a trial; it is used primarily for felonies.
  • individual: A natural person and the estate of an incompetent or deceased natural person. See Alabama Code 10A-1-1.03
  • Injunction: An order of the court prohibiting (or compelling) the performance of a specific act to prevent irreparable damage or injury.
  • insolvent: A person who is unable to pay the person's debts as they become due in the usual course of business or affairs. See Alabama Code 10A-1-1.03
  • Interrogatories: Written questions asked by one party of an opposing party, who must answer them in writing under oath; a discovery device in a lawsuit.
  • Intestate: Dying without leaving a will.
  • Joint resolution: A legislative measure which requires the approval of both chambers.
  • law: Unless the context requires otherwise, both statutory and common law. See Alabama Code 10A-1-1.03
  • LETHAL ANOMALY: A child would die at birth or be still born. See Alabama Code 26-23F-3
  • LETHAL ANOMALY: A condition from which an unborn child would die after birth or shortly thereafter or be stillborn. See Alabama Code 26-23H-3
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • license: A license, certificate of registration, or other legal authorization. See Alabama Code 10A-1-1.03
  • license: A license, issued under the authority of this chapter, to make loans in accordance with the provisions of this chapter at a single place of business. See Alabama Code 5-18-3
  • licensee: A person to whom one or more licenses have been issued. See Alabama Code 5-18-3
  • licensee: A person licensed to provide deferred presentment services pursuant to this chapter. See Alabama Code 5-18A-2
  • LICENSING AUTHORITY: As defined in Section 10A-1-1. See Alabama Code 10A-4-1.03
  • LIMITED LIABILITY COMPANY: A limited liability company as defined in Chapter 5A. See Alabama Code 10A-1-1.03
  • Litigation: A case, controversy, or lawsuit. Participants (plaintiffs and defendants) in lawsuits are called litigants.
  • MEDICAL EMERGENCY: A condition which, in reasonable medical judgment, so complicates the medical condition of the pregnant woman that her pregnancy must be terminated to avoid a serious health risk as defined in this chapter. See Alabama Code 26-23H-3
  • 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
  • oath: includes affirmation. See Alabama Code 1-1-1
  • Oath: A promise to tell the truth.
  • 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
  • organization: A corporation, limited partnership, general partnership, limited liability company, business trust, real estate investment trust, joint venture, joint stock company, cooperative, association, or other organization, including, regardless of its organizational form, a bank, insurance company, credit union, and savings and loan association, whether for profit, not for profit, nonprofit, domestic, or foreign. See Alabama Code 10A-1-1.03
  • 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.
  • PATHOLOGICAL STUDY: The examination of body tissue for diagnostic or forensic purposes, and any related activities necessary to perform such study. See Alabama Code 26-23F-3
  • 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
  • person: Such term shall include individuals, copartnerships, associations, trusts, corporations and any other legal entities. See Alabama Code 5-18-3
  • person: An individual, group of individuals, partnership, association, corporation, or any other business unit or legal entity. See Alabama Code 5-18A-2
  • physician: A person currently licensed by the Medical Licensure Commission, State of Alabama, to practice medicine or osteopathy pursuant to Section 34-24-50, et seq. See Alabama Code 26-23E-3
  • physician: A person licensed to practice medicine and surgery or osteopathic medicine and surgery in Alabama. See Alabama Code 26-23H-3
  • Plaintiff: The person who files the complaint in a civil lawsuit.
  • 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.
  • Power of attorney: A written instrument which authorizes one person to act as another's agent or attorney. The power of attorney may be for a definite, specific act, or it may be general in nature. The terms of the written power of attorney may specify when it will expire. If not, the power of attorney usually expires when the person granting it dies. Source: OCC
  • Precedent: A court decision in an earlier case with facts and law similar to a dispute currently before a court. Precedent will ordinarily govern the decision of a later similar case, unless a party can show that it was wrongly decided or that it differed in some significant way.
  • prescription: A physician's order for the preparation and administration of a drug or device for a patient. See Alabama Code 26-23E-3
  • PRINCIPAL OFFICE: The office, in or out of this state, where the principal executive office, whether referred to as the principal executive office, chief executive office, or otherwise, of an entity is located. See Alabama Code 10A-1-1.03
  • Probable cause: A reasonable ground for belief that the offender violated a specific law.
  • Probation: A sentencing alternative to imprisonment in which the court releases convicted defendants under supervision as long as certain conditions are observed.
  • PROFESSIONAL ASSOCIATION: A professional association as defined in Chapter 30. 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
  • PROFESSIONAL SERVICE: As defined in Section 10A-1-1. See Alabama Code 10A-4-1.03
  • QUALIFIED PERSON: With respect to any domestic professional corporation:

    a. See Alabama Code 10A-4-1.03

  • QUALIFIED STATE: Any state, other than Alabama, or territory of the United States or the District of Columbia which allows individuals authorized to render professional services in Alabama and not in the other state, or partnerships of the individuals, or domestic professional corporations or professional associations owned by the individuals to own shares of professional corporations or to be members of professional associations organized under its laws. See Alabama Code 10A-4-1.03
  • Quorum: The number of legislators that must be present to do business.
  • REASONABLE QUALIFICATIONS: The standard of the reasonable criteria established and consistently used by the respective supplier for Alabama wholesalers that entered into, continued, or renewed an agreement with the supplier during a period of 24 months prior to the proposed transfer of the business of the wholesaler, or for Alabama wholesalers who have changed managers or designated managers during a period of 24 months prior to the proposed change in manager or successor manager of the business of the wholesaler. See Alabama Code 45-37-21.03
  • Remand: When an appellate court sends a case back to a lower court for further proceedings.
  • Rescission: The cancellation of budget authority previously provided by Congress. The Impoundment Control Act of 1974 specifies that the President may propose to Congress that funds be rescinded. If both Houses have not approved a rescission proposal (by passing legislation) within 45 days of continuous session, any funds being withheld must be made available for obligation.
  • research: A systematic investigation, including research development, testing and evaluation, designed to develop or contribute to generalized knowledge but does not include treatment, medication, diagnostic or remedial tests, surgical procedures, or observations which have the purpose of determining or improving the life or health of the unborn infant or preserving the life or health of the unborn infant or the unborn infant's mother or pathological study. See Alabama Code 26-23F-3
  • Restitution: The court-ordered payment of money by the defendant to the victim for damages caused by the criminal action.
  • RETALIATORY ACTION: Includes, but is not limited to, the refusal to continue an agreement, or a material reduction in the quality of service or in the quantity of products available to a wholesaler under an agreement, which refusal or reduction is not made in good faith. See Alabama Code 45-37-21.03
  • rollover: Any deferred presentment transaction where the transaction is not paid in full and the licensee agrees to allow the customer to pay the fee only for a new deferred presentment transaction. See Alabama Code 5-18A-2
  • SALES TERRITORY: An area of exclusive sales responsibility for the brand or brands of wine sold by a supplier as designated by an agreement. See Alabama Code 45-37-21.03
  • seafoods: shall include and mean all oysters, saltwater fish, saltwater shrimp, diamond back terrapin, sea turtle, crabs and all other species of marine or saltwater animal life existing or living in the water within the territorial jurisdiction of the State of Alabama. See Alabama Code 9-2-80
  • 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
  • Subpoena: A command to a witness to appear and give testimony.
  • subscription: include a mark when the person cannot write, if his name is written near the mark, and witnessed by a person who writes his own name as a witness, and include with respect to corporate securities facsimile signature placed upon any instrument or writing with intent to execute or authenticate such instrument or writing. See Alabama Code 1-1-1
  • supervisor: The Supervisor of the Bureau of Loans of the State Banking Department. See Alabama Code 5-18-3
  • supervisor: The Supervisor of the Bureau of Loans or his or her designee. See Alabama Code 5-18A-2
  • supplier: A manufacturer or importer of wine licensed by the board. See Alabama Code 45-37-21.03
  • 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.
  • Testify: Answer questions in court.
  • Testimony: Evidence presented orally by witnesses during trials or before grand juries.
  • Tort: A civil wrong or breach of a duty to another person, as outlined by law. A very common tort is negligent operation of a motor vehicle that results in property damage and personal injury in an automobile accident.
  • Transcript: A written, word-for-word record of what was said, either in a proceeding such as a trial or during some other conversation, as in a transcript of a hearing or oral deposition.
  • TRANSFER OF THE BUSINESS OF THE WHOLESALER: The voluntary sale, assignment, or other transfer of all or control of the business or all or substantially all of the assets of the wholesaler, or all or control of the capital stock of the wholesaler including, without limitation, the sale or other transfer of capital stock or assets by merger, consolidation, or dissolution, or of the capital stock of the parent corporation, or of the capital stock or beneficial ownership of any other entity owning or controlling the wholesaler. See Alabama Code 45-37-21.03
  • Trial: A hearing that takes place when the defendant pleads "not guilty" and witnesses are required to come to court to give evidence.
  • Trustee: A person or institution holding and administering property in trust.
  • UNBORN INFANT: A human being in utero at any stage of development regardless of viability. See Alabama Code 26-23F-3
  • United States: includes the territories thereof and the District of Columbia. See Alabama Code 1-1-1
  • User fees: Fees charged to users of goods or services provided by the government. In levying or authorizing these fees, the legislature determines whether the revenue should go into the treasury or should be available to the agency providing the goods or services.
  • wholesaler: A wholesaler of wine licensed by the board. See Alabama Code 45-37-21.03
  • woman: A female human being, whether or not she has reached the age of majority. See Alabama Code 26-23H-3
  • Writ: A formal written command, issued from the court, requiring the performance of a specific act.