Section 10-15-2

Definitions.

In this chapter, unless the context clearly indicates otherwise, the following terms have the following definitions:

(1) ALABAMA BUSINESS CORPORATION ACT. Chapter 2B (commencing with Section 10-2B-1.01) of this title, or successor Alabama law.

(2) BUSINESS ENTITY or DOMESTIC BUSINESS ENTITY. A corporation, limited liability company, general partnership, limited partnership, registered limited liability partnership, real estate investment trust, or other entity to engage in business for profit, having one or more equity owners, existing under the law of the State of Alabama.

(3) CORPORATION or DOMESTIC CORPORATION. A corporation existing under the Alabama Business Corporation Act, or predecessor or successor Alabama law. Corporation includes business entities to which the Alabama Business Corporation Act applies pursuant to Section 10-2B-1.01(b), or predecessor or successor law, including banks, trust companies, savings and loan associations, insurance companies, public utilities, and railroad companies. Corporation also includes for-profit professional corporations existing under Chapter 4 of this title, to which the Alabama Business Corporation Act applies pursuant to Section 10-4-381, and unincorporated professional associations existing under Chapter 10 of this title, to which the Alabama Business Corporation Act applies pursuant to Section 10-10-2(a).

(4) EQUITY OWNER. Any person having an ownership interest, including a profit sharing interest, in a business entity. Equity owner includes:

a. With respect to a foreign or domestic corporation or real estate investment trust, a shareholder.

b. With respect to a foreign or domestic partnership, a partner.

c. With respect to a foreign or domestic limited liability company, a member.

(5) EQUITY OWNER WITH LIMITED LIABILITY PROTECTION. Includes any person who has an interest in a business entity as a shareholder of a corporation or real estate investment trust, limited liability company member, general partner of a registered limited liability partnership, or a limited partner of a limited partnership.

(6) EQUITY OWNER WITHOUT LIMITED LIABILITY PROTECTION. Includes a general partner of a general or limited partnership.

(7) FOREIGN BUSINESS ENTITY. A corporation, limited liability company, general partnership, limited partnership, registered limited liability partnership, real estate investment trust, or other entity to engage in business for profit, having one or more equity owners, existing under the law of another jurisdiction.

(8) FOREIGN CORPORATION. A corporation existing under the law of another jurisdiction.

(9) FOREIGN GENERAL PARTNERSHIP. A general partnership existing under the law of another jurisdiction, and includes a foreign registered limited liability partnership.

(10) FOREIGN LIMITED LIABILITY COMPANY. A limited liability company existing under the law of another jurisdiction.

(11) FOREIGN LIMITED PARTNERSHIP. A limited partnership existing under the law of another jurisdiction.

(12) FOREIGN REAL ESTATE INVESTMENT TRUST. A real estate investment trust existing under the law of another jurisdiction.

(13) FORMATION DOCUMENT. Any document, such as, but not limited to, articles or certificate of incorporation, certificate of limited partnership, articles of organization of a limited liability company, or declaration of trust of a real estate investment trust, required by law to be filed publicly for the formation of a business entity. In the case of a business entity resulting from merger, the articles of merger shall constitute the formation document. In the case of a business entity created by the Legislature, the legislative act creating such entity shall constitute the formation document, and reference to such act shall suffice as a statement of the public office where such formation document is filed.

(14) GENERAL PARTNER. A general partner in a limited partnership or foreign limited partnership or a general partner in general partnership, including a registered limited liability partnership, or a foreign general partnership, including a foreign registered limited liability partnership.

(15) GENERAL PARTNERSHIP or DOMESTIC GENERAL PARTNERSHIP. An association of two or more persons to carry on as co-owners a business for profit existing under Chapter 8A of this title, the Alabama Uniform Partnership Act 1996, or predecessor or successor Alabama law. General partnership includes a registered limited liability partnership governed by Article 10 of Chapter 8A of this title.

(16) LIMITED LIABILITY COMPANY or DOMESTIC LIMITED LIABILITY COMPANY. A limited liability company existing under Chapter 12 of this title, the Alabama Limited Liability Company Act, or predecessor or successor Alabama law.

(17) LIMITED PARTNER. A limited partner in a limited partnership or foreign limited partnership.

(18) LIMITED PARTNERSHIP or DOMESTIC LIMITED PARTNERSHIP. A limited partnership existing under Chapter 9B of this title, the Alabama Limited Partnership Act of 1997, or predecessor or successor Alabama law.

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

(20) PARTNER. Includes both a general partner and a limited partner.

(21) PARTNERSHIP. A general partnership, including a registered limited liability partnership, or a limited partnership.

(22) REAL ESTATE INVESTMENT TRUST or DOMESTIC REAL ESTATE INVESTMENT TRUST. A real estate investment trust existing under Chapter 13 of this title, the Alabama Real Estate Investment Trust Act, or predecessor or successor Alabama law.

(23) SHAREHOLDER. The person in whose name the units into which proprietary interests in a domestic or foreign corporation are divided as registered in the records of the domestic or foreign corporation, or the beneficial owner of such units, to the extent of the rights granted by a nominee certificate on file with a domestic or foreign corporation, or the holder of a transferable unit of beneficial interest in a domestic or foreign real estate investment trust.

(24) TERMINATION DOCUMENT. Any document, such as articles of dissolution in the case of a corporation, or certificate of cancellation in the case of a limited partnership, required by law to be filed publicly with respect to the end of a business entity's existence. In the case of a business entity whose separate existence ceases as a result of a merger, the articles of merger shall constitute the termination document.

(Act 2000-211, p. 279, §1.)