Terms Used In Alabama Code > Title 13A > Chapter 14

• 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.
• Articles of incorporation: include amended and restated articles of incorporation and, in the case of a corporation existing on January 1, 1981, its certificate of incorporation, including any amended certificate, and also include, except where the context otherwise requires, articles of merger. See Alabama Code 45-28A-42.07
• BUSINESS CORPORATION: A corporation or foreign corporation as defined in Chapter 2. See Alabama Code 45-26-231.06
• CONVERTED ENTITY: An entity resulting from a conversion. See Alabama Code 45-26-231.06
• CONVERTING ENTITY: An entity as the entity existed before the entity's conversion. See Alabama Code 45-26-231.06
• 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
• 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
• 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 OFFICER: The officer with whom a filing instrument is required or permitted to be filed under Article 4 or under any other provision of this title. See Alabama Code 45-26-231.06
• 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
• GENERAL PARTNERSHIP: A partnership as defined in Chapter 8A. See Alabama Code 45-26-231.06
• 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
• JUDGE OF PROBATE: The judge of probate of the county in which a domestic entity's certificate of formation is filed, or, with respect to a statement of authority under Chapter 8A, which is to be filed in the real property records of a particular county, the judge of probate of the county in which that statement is filed. See Alabama Code 45-26-231.06
• law: Unless the context requires otherwise, both statutory and common law. See Alabama Code 45-26-231.06
• LIMITED LIABILITY COMPANY: A limited liability company as defined in Chapter 5A. 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 PARTNER: A person who has been admitted to a limited partnership as a limited partner as provided by:

  (A) in the case of a domestic limited partnership, Chapter 9A; or

  (B) in the case of a foreign limited partnership, the laws of its jurisdiction of formation. See Alabama Code 45-26-231.06

• LIMITED PARTNERSHIP: A limited partnership as defined in Chapter 9A. See Alabama Code 45-26-231.06
• 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 45-26-231.06

• Misdemeanor: Usually a petty offense, a less serious crime than a felony, punishable by less than a year of confinement.
• NONPROFIT CORPORATION: A domestic or foreign nonprofit corporation as defined in Chapter 3. 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
• partner: A limited partner or general partner. 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 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
• PARTY TO THE MERGER: A domestic entity or non-code organization that under a plan of merger is combined by a merger. See Alabama Code 45-26-231.06
• personal property: includes money, goods, chattels, things in action and evidence of debt, deeds and conveyances. See Alabama Code 30-3D-608
• property: Includes all property, whether real, personal, or mixed, or tangible or intangible, or any right or interest therein. See Alabama Code 45-26-231.06
• REAL ESTATE INVESTMENT TRUST: An unincorporated trust, association, or other entity as defined in Chapter 10. See Alabama Code 45-26-231.06
• real property: includes lands, tenements and hereditaments. See Alabama Code 30-3D-608
• 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.
• 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
• Statute: A law passed by a legislature.
• year: means a calendar year; but, whenever the word "year" is used in reference to any appropriations for the payment of money out of the treasury, it shall mean fiscal year. See Alabama Code 30-3D-608