(a) Except as otherwise provided in subsections (b), (c), and (d) of this section, the law of the jurisdiction in which the partnership has its principal office governs the partnership agreement and the relations among the partners and between the partners and the partnership.
(b) The law of this state governs the (i) internal affairs of a limited liability partnership, including the relations among the partners and between the partners and the partnership, (ii) the liability of a partner as a partner for the debts, obligations, or other liabilities of a limited liability partnership, and (iii) the authority of the partners of a limited liability partnership.
(c) The law of the jurisdiction in which a foreign limited liability partnership has filed its statement of limited liability partnership or similar writing governs the (i) internal affairs of that foreign limited liability partnership, including the relations among the partners and between the partners and the partnership, (ii) the liability of a partner as a partner for the debts, obligations, or other liabilities of a foreign limited liability partnership, and (iii) the authority of the partners of a foreign limited liability partnership.
(d) If (i) a partnership agreement provides for the application of the laws of this state, and (ii) the partnership delivers to the Secretary of State for filing a statement of partnership in accordance with Section 10A-8A-2.02(a), a statement of not for profit partnership in accordance with Section 10A-8A-2.02(b), or a statement of limited liability partnership in accordance with Section 10A-8A-10.01, then the partnership agreement shall be governed by and construed under the laws of this state.
Structure Code of Alabama
Title 10A - Alabama Business and Nonprofit Entities Code.
Chapter 8A - Alabama Partnership Law
Article 1 - General Provisions.
Section 10A-8A-1.01 - Short Title.
Section 10A-8A-1.02 - Definitions.
Section 10A-8A-1.03 - Knowledge and Notice.
Section 10A-8A-1.04 - Nature and Purpose.
Section 10A-8A-1.05 - Powers; Indemnification.
Section 10A-8A-1.06 - Governing Law.
Section 10A-8A-1.07 - Supplemental Principles of Law; Rate of Interest.
Section 10A-8A-1.08 - Effect of Partnership Agreement; Nonwaivable Provisions.
Section 10A-8A-1.09 - Partnership Agreement; Effect on Partnership and Persons Admitted as Partners.
Section 10A-8A-1.11 - Required Information.
Section 10A-8A-1.12 - Transactions of Partner With Partnership.