Code of Alabama
Title 10A - Alabama Business and Nonprofit Entities Code.
Chapter 9A - Alabama Limited Partnership Law.

Section 10A-9A-1.09 - Partnership Agreement; Effect on Limited Partnership and Persons Admitted as Partners. - (a) A limited partnership is bound by and may enforce...

Section 10A-9A-1.10 - Partnership Agreement; Effect on Third Parties and Relationship to Writings Effective on Behalf of Limited Partnership. - (a) If a partnership agreement provides for the manner in...

Section 10A-9A-1.11 - Required Information. - A limited partnership shall maintain the following information: (1) A...

Section 10A-9A-1.12 - Transactions of Partner With Partnership. - A partner may lend money to and transact other activities...

Section 10A-9A-1.13 - Dual Capacity. - A person may be both a general partner and a...

Section 10A-9A-1.14 - Consent and Proxies of Partners. - Action requiring the consent of partners under this chapter may...

Article 2 - Formation; Certificate of Formation and Other Filings.

Section 10A-9A-2.01 - Formation of Limited Partnership; Certificate of Formation. - (a) In order to form a limited partnership, a person...

Section 10A-9A-2.02 - Amendment or Restatement of Certificate of Formation. - Division B of Article 3 of Chapter 1 shall not...

Section 10A-9A-2.03 - Execution of Documents. - (a) A writing delivered to the Secretary of State for...

Section 10A-9A-2.04 - Signing and Filing Pursuant to Judicial Order. - (a) If a person required by this chapter to sign...

Section 10A-9A-2.05 - Liability for False Information in a Filed Writing. - If a writing delivered for filing under this chapter and...

Section 10A-9A-2.06 - Certificate of Existence or Authorization. - (a) The Secretary of State, upon request and payment of...

Article 3 - Limited Partners.

Section 10A-9A-3.01 - Admission of Limited Partner. - (a) The initial limited partner or limited partners of a...

Section 10A-9A-3.02 - No Right or Power as Limited Partner to Bind Limited Partnership. - A limited partner does not have the right or the...

Section 10A-9A-3.03 - No Liability as Limited Partner for Limited Partnership Obligation. - A debt, obligation, or other liability of a limited partnership,...

Section 10A-9A-3.04 - Right of Limited Partner and Former Limited Partner to Information. - Notwithstanding the provisions of Sections 10A-1-3.32 and 10A-1-3.33: (a) Subject...

Section 10A-9A-3.05 - Limited Duties of Limited Partners. - (a) Except as otherwise provided in subsection (b), a limited...

Section 10A-9A-3.06 - Person Erroneously Believing Self to Be Limited Partner. - (a) Except as otherwise provided in subsection (b), a person...

Article 4 - General Partners.

Section 10A-9A-4.01 - Admission of General Partner. - (a) Upon formation of a limited partnership, a person is...

Section 10A-9A-4.02 - General Partner Agent of Limited Partnership. - (a) Each general partner is an agent of the limited...

Section 10A-9A-4.03 - Limited Partnership Liable for General Partner's Actionable Conduct. - (a) A limited partnership is liable for loss or injury...

Section 10A-9A-4.04 - General Partner's Liability. - (a) Except as otherwise provided in subsections (b) and (c),...

Section 10A-9A-4.05 - Actions by and Against Partnership and Partners. - (a) To the extent not inconsistent with Section 10A-9A-4.04, a...

Section 10A-9A-4.06 - Management Rights of General Partner. - (a) Each general partner has equal rights in the management...

Section 10A-9A-4.07 - Right of General Partner and Former General Partner to Information. - (a) Subject to subsection (f), a general partner, without having...

Section 10A-9A-4.08 - General Standards of General Partner's Conduct. - (a) The duties that a general partner has to the...

Section 10A-9A-4.09 - Reliance on Reports and Information. - A general partner of a limited partnership shall be fully...

Article 5 - Contributions and Distributions.

Section 10A-9A-5.01 - Form of Contribution. - A contribution by a partner may be made to a...

Section 10A-9A-5.02 - Liability for Contribution. - (a) A partner's obligation to make a contribution to a...

Section 10A-9A-5.03 - Sharing of Distributions Before Dissolution. - All partners shall share equally in any distributions made by...

Section 10A-9A-5.04 - Interim Distributions. - A partner has a right to a distribution before the...

Section 10A-9A-5.05 - No Distribution on Account of Dissociation. - A partner's dissociation does not entitle the dissociated partner to...

Section 10A-9A-5.06 - Distribution in Kind. - A partner does not have a right to demand and...

Section 10A-9A-5.07 - Right to Distribution. - If a partner becomes entitled to receive a distribution, the...

Section 10A-9A-5.08 - Limitations on Distribution and Liability for Improper Distributions. - (a) A limited partnership shall not make a distribution to...

Article 6 - Dissociation.

Section 10A-9A-6.01 - Dissociation as a Limited Partner. - (a) A person does not have a right to dissociate...

Section 10A-9A-6.02 - Effect of Dissociation as Limited Partner. - (a) Upon a person's dissociation as a limited partner: (1)...

Section 10A-9A-6.03 - Dissociation as a General Partner. - A person is dissociated from a limited partnership as a...

Section 10A-9A-6.04 - Person's Power to Dissociate as General Partner; Wrongful Dissociation. - (a) A person has the power to dissociate as a...

Section 10A-9A-6.05 - Effect of Dissociation as General Partner. - (a) Upon a person's dissociation as a general partner: (1)...

Section 10A-9A-6.06 - Power to Bind and Liability to Limited Partnership Before Dissolution of Partnership of Person Dissociated as General Partner. - (a) After a person is dissociated as a general partner...

Section 10A-9A-6.07 - Liability to Other Persons of Person Dissociated as General Partner. - (a) A person's dissociation as a general partner does not...

Article 7 - Transferable Interests and Rights of Transferees and Creditors.

Section 10A-9A-7.01 - Transferable Interest. - The only interest of a partner which is transferable is...

Section 10A-9A-7.02 - Transfer of Partner's Transferable Interest. - (a) A transfer, in whole or in part, of a...

Section 10A-9A-7.03 - Rights of Creditor of Partner or Transferee. - (a) On application to a court of competent jurisdiction by...

Section 10A-9A-7.04 - Power of Personal Representative of Deceased Partner. - If a partner dies, the deceased partner's personal representative or...

Article 8 - Dissolution and Winding Up.

Section 10A-9A-8.01 - Events of Dissolution. - A limited partnership is dissolved and its activities and affairs...

Section 10A-9A-8.02 - Effect of Dissolution. - (a) A dissolved limited partnership continues its existence as a...

Section 10A-9A-8.03 - Right to Wind Up Activities and Affairs. - (a) If a dissolved limited partnership has a general partner...

Section 10A-9A-8.04 - Power of General Partner and Person Dissociated as General Partner to Bind Partnership After Dissolution. - (a) A limited partnership is bound by a general partner's...

Section 10A-9A-8.05 - Liability After Dissolution of General Partner and Person Dissociated as General Partner to Limited Partnership, Other General Partners, and Persons Dissociated as General Partner. - (a) If a general partner having knowledge of the dissolution...

Section 10A-9A-8.06 - Known Claims Against Dissolved Limited Partnership. - (a) A dissolved limited partnership may dispose of any known...

Section 10A-9A-8.07 - Other Claims Against Dissolved Limited Partnership. - (a) A dissolved limited partnership may publish notice of its...

Section 10A-9A-8.08 - Liability of General Partner and Person Dissociated as General Partner When Claim Against Limited Partnership Barred. - If a claim against a dissolved limited partnership is barred...

Section 10A-9A-8.09 - Disposition of Assets, When Contributions Required. - Upon the winding up of a limited partnership, the assets...

Section 10A-9A-8.10 - Reinstatement After Dissolution. - A limited partnership that has been dissolved may be reinstated...

Section 10A-9A-8.11 - Certificate of Reinstatement. - (a) In order to reinstate a limited partnership under this...

Section 10A-9A-8.12 - Limited Partnership Name Upon Reinstatement. - The name of a limited partnership following reinstatement shall be...

Section 10A-9A-8.13 - Effect of Reinstatement. - (a) Subject to subsection (b), upon reinstatement, the limited partnership...

Article 9 - Actions by Partners.

Section 10A-9A-9.01 - Direct Action by Partner. - (a) Subject to subsection (b), a partner may maintain a...

Section 10A-9A-9.02 - Right of Derivative Action. - A partner may commence or maintain a derivative action in...

Section 10A-9A-9.03 - Standing. - A partner may commence or maintain a derivative action in...

Section 10A-9A-9.04 - Demand. - A partner may commence a derivative action in the right...

Section 10A-9A-9.05 - Pleading. - In a derivative action, the complaint must state with particularity:...

Section 10A-9A-9.06 - Stay of Proceedings. - For the purpose of allowing the general partners and the...

Section 10A-9A-9.07 - Discontinuance or Settlement. - A derivative action may not be dismissed or compromised without...

Section 10A-9A-9.08 - Proceeds and Expenses. - (a) Except as otherwise provided in subsection (b): (1) any...

Section 10A-9A-9.09 - Applicability to Foreign Limited Partnerships. - In any derivative action in the right of a foreign...

Article 10 - Conversions and Mergers.

Section 10A-9A-10.01 - Definitions. - As used in this article, unless the context otherwise requires,...

Section 10A-9A-10.02 - Conversion. - (a) An organization other than a limited partnership may convert...

Section 10A-9A-10.03 - Action on Plan of Conversion by Converting Limited Partnership. - (a) Subject to Section 10A-9A-10.10, a plan of conversion must...

Section 10A-9A-10.04 - Filings Required for Conversion; Effective Date. - (a) After a plan of conversion is approved: (1) if...

Section 10A-9A-10.05 - Effect of Conversion. - (a) When a conversion takes effect: (1) all property and...

Section 10A-9A-10.06 - Merger. - (a) A limited partnership may merge with one or more...

Section 10A-9A-10.07 - Action on Plan of Merger by Constituent Limited Partnership. - (a) Subject to Section 10A-9A-10.10, a plan of merger must...

Section 10A-9A-10.08 - Filings Required for Merger; Effective Date. - (a) After each constituent organization has approved the plan of...

Section 10A-9A-10.09 - Effect of Merger. - (a) When a merger becomes effective: (1) the surviving organization...

Section 10A-9A-10.10 - Restrictions on Approval of Mergers, Conversions and on Relinquishing Lllp Status. - (a) If a partner of a converting or constituent limited...

Section 10A-9A-10.11 - Liability of General Partner After Conversion or Merger. - (a) A conversion or merger under this article does not...

Section 10A-9A-10.12 - Power of General Partners and Persons Dissociated as General Partners to Bind Organization After Conversion or Merger. - (a) An act of a person that immediately before a...

Section 10A-9A-10.13 - Article Not Exclusive. - This article is not exclusive. This article does not preclude...

Article 11 - Miscellaneous Provisions.

Section 10A-9A-11.01 - Application to Existing Relationships. - (a) Beginning January 1, 2017, this chapter governs all limited...

Section 10A-9A-11.02 - Severability Clause. - If any provision of this chapter or its application to...

Section 10A-9A-11.03 - Relation to Electronic Signatures in Global and National Commerce Act. - This chapter modifies, limits, or supersedes the federal Electronic Signatures...

Section 10A-9A-11.04 - Effective Date. - This chapter takes effect January 1, 2017.

Section 10A-9A-11.05 - Repeals. - Effective January 1, 2017, the following parts of the Code...

Section 10A-9A-11.06 - Savings Clause. - This chapter does not affect an action commenced, proceeding brought,...

Section 10A-9A-11.07 - Classification. - For purposes of income taxation, other than under Chapter 14A...

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Code of Alabama Title 10A - Alabama Business and Nonprofit Entities Code. Chapter 9A - Alabama Limited Partnership Law.

Code of Alabama
Title 10A - Alabama Business and Nonprofit Entities Code.
Chapter 9A - Alabama Limited Partnership Law.