Section 10-12-2

(Applicable to limited liability companies organized after January 1, 1998, limited liability companies not electing to come under the pre-1997 changes, and to all limited liability companies after December 31, 2000.) Definitions.

As used in this chapter, unless the context otherwise requires, the following terms mean:

(a) ARTICLES OF ORGANIZATION. The articles provided for by Section 10-12-10, or, if they have been amended or restated, the articles as most recently amended or restated. In the case of a foreign limited liability company, the term includes all documents serving a similar function that are required to be filed to form the limited liability company in the state or other jurisdiction where it is organized.

(b) BANKRUPT. A bankrupt or a debtor under the federal bankruptcy law, as amended from time to time, or an insolvent under any state insolvency act.

(c) BUSINESS ENTITY. A corporation, limited liability company, partnership, limited partnership, registered limited liability partnership, or other entity organized to engage in business, whether for profit or not, created under the laws of the State of Alabama, predecessor law, or law of another jurisdiction.

(d) COURT. Every court and judge having jurisdiction in a case.

(e) FINANCIAL RIGHTS. Rights to (1) share in profits and losses as provided in Section 10-12-28, (2) receive interim distributions as provided in Section 10-12-29, and (3) receive termination distributions as provided in Section 10-12-41.

(f) FOREIGN LIMITED LIABILITY COMPANY. An organization formed under the laws of any jurisdiction other than Alabama that is substantially similar to a limited liability company.

(g) GOVERNANCE RIGHTS. All a member's rights as a member of a limited liability company except financial rights, including without limitation, the rights to participate in the management of the limited liability company and to bind the limited liability company as provided in Section 10-12-21.

(h) LIMITED LIABILITY COMPANY or DOMESTIC LIMITED LIABILITY COMPANY. An organization that is formed and existing under this chapter.

(i) MANAGER or MANAGERS. A person or persons designated by the members of a limited liability company to manage the limited liability company as provided in the articles of organization.

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

(k) OPERATING AGREEMENT. A written agreement of the member or members governing the affairs of a limited liability company and the conduct of its business.

(l) ORGANIZER. A person, who need not be a member of the limited liability company, who is authorized to execute documents in connection with the formation of a limited liability company.

(m) PERSON. Natural persons and organizations (whether created by the laws of Alabama or another state or foreign country), including, without limitation, general partnerships, registered limited liability partnerships, limited partnerships, limited liability companies, corporations, professional corporations, professional associations, trustees, personal representatives, fiduciaries (as defined in Section 19-3-150) or persons performing in any similar capacity, trusts, business trusts, estates, custodianships, and other associations.

(Acts 1993, No. 93-724, p. 1425, §2; Act 97-920, 1st Ex. Sess., p. 312, § 1.)