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
This chapter and the provisions of Chapter 1 to the extent applicable to partnerships, shall be known and may be cited as the Alabama Partnership
- Section 10A-8A-1.02 Definitions
Notwithstanding Section 10A-1-1.03, as used in this chapter, unless the context otherwise requires, the following terms mean: (1) "Business" includes every trade, occupation, and profession...
- Section 10A-8A-1.03 Knowledge and notice
(a) A person knows a fact when the person: (1) has actual knowledge of it; or (2) is deemed to know it under law other...
- Section 10A-8A-1.04 Nature and purpose
(a) A partnership is a separate legal entity. A partnership's status for tax purposes shall not affect its status as a separate legal entity formed...
- Section 10A-8A-1.05 Powers; indemnification
(a) A partnership shall possess and may exercise all the powers and privileges granted and enumerated by Chapter 1 or by any other law or...
- Section 10A-8A-1.06 Governing law
(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...
- Section 10A-8A-1.07 Supplemental principles of law; rate of interest
(a) It is the policy of this chapter and this state to give maximum effect to the principles of freedom of contract and to the...
- Section 10A-8A-1.08 Effect of partnership agreement; nonwaivable provisions
(a) Except as otherwise provided in subsections (b) and (c): (1) the partnership agreement governs relations among the partners as partners and between the partners...
- Section 10A-8A-1.09 Partnership agreement; effect on partnership and persons admitted as partners
(a) A partnership is bound by and may enforce the partnership agreement, whether or not the partnership has itself manifested assent to the partnership agreement....
- Section 10A-8A-1.10 Partnership agreement; Effect on third parties and relationship to writings effective on behalf of partnership
(a) If a partnership agreement provides for the manner in which it may be amended, including by requiring the approval of a person who is...
- Section 10A-8A-1.11 Required information
A partnership shall maintain the following information: (1) A current list of the full name and last known street and mailing address of each partner,...
- Section 10A-8A-1.12 Transactions of partner with partnership
A partner may lend money to and transact other business or not for profit activity with the partnership and has the same rights and obligations...
- Section 10A-8A-1.13 Consent and proxies of partners
Action requiring the consent of partners under this chapter may be taken without a meeting, and a partner may appoint a proxy to consent or...
- Article 2 Formation of Partnership; Property.
- Article 3 Relations of Partners to Persons Dealing with Partnership.
- Article 4 Relations of Partners to Each Other and to Partnership.
- Section 10A-8A-4.01 Partner's rights and duties
(a) Each partner is deemed to have an account that is: (1) credited with an amount equal to the money plus the value of any...
- Section 10A-8A-4.02 Admission of partner
(a) The initial partners of a partnership are admitted as partners upon the formation of the partnership. (b) After formation, a person is admitted as...
- Section 10A-8A-4.03 Form of contribution
A contribution by a partner may be made to a partnership as agreed by the partners.
- Section 10A-8A-4.04 Liability for contribution
(a) A partner's obligation to make a contribution to a partnership is not excused by the partner's death, disability, or other inability to perform personally....
- Section 10A-8A-4.05 Sharing of distributions before dissolution
All partners shall share equally in any distributions made by a partnership before its dissolution and winding up.
- Section 10A-8A-4.06 Interim distributions
Subject to Section 10A-8A-7.01, a partner has a right to a distribution before the dissolution and winding up of a partnership as provided in the...
- Section 10A-8A-4.07 Distribution in kind
A partner does not have a right to demand and receive a distribution from a partnership in any form other than money. Except as otherwise...
- Section 10A-8A-4.08 Right to distribution
If a partner becomes entitled to receive a distribution, the partner has the status of, and is entitled to all remedies available to, a creditor...
- Section 10A-8A-4.09 Limitations of distribution and liability for improper distributions
(a) A limited liability partnership shall not make a distribution to a partner to the extent that at the time of the distribution, after giving...
- Section 10A-8A-4.10 Right of partner and former partner to information
Notwithstanding Sections 10A-1-3.32 and 10A-1-3.33: (a) Subject to subsection (f), a partner, without having any particular purpose for seeking the information, may inspect and copy...
- Section 10A-8A-4.11 General standards of partner's conduct
(a) The duties that a partner has to the partnership and to the other partners include the duty of loyalty and the duty of care...
- Section 10A-8A-4.12 Reliance on reports and information
A partner of a partnership shall be fully protected in relying in good faith upon the records of the partnership and upon information, opinions, reports,...
- Section 10A-8A-4.13 Actions by partnership and partners
(a) Except as provided in Sections 10A-8A-3.06, 10A-8A-8.06, or 10A-8A-8.07, a partnership may maintain an action against a partner for a breach of the partnership...
- Section 10A-8A-4.14 Continuation of partnership beyond definite term or particular undertaking
(a) If a partnership for a definite term or particular undertaking is continued, without an express agreement, after the expiration of the term or completion...
- Article 5 Transferees and Creditors of Partners.
- Article 6 Partner's Dissociation.
- Article 7 Person's Dissociation as a Partner when Business or Not for Profit Activity Not Wound Up.
- Article 8 Dissolution and Winding Up.
- Section 10A-8A-8.01 Events of dissolution
A partnership is dissolved, and its business or not for profit activity must be wound up, upon the occurrence of the first of the following...
- Section 10A-8A-8.02 Effect of dissolution
Notwithstanding Section 10A-1-9.12: (a) A dissolved partnership continues its existence as a partnership but may not carry on any business or not for profit activity...
- Section 10A-8A-8.03 Right to wind up business or not for profit activity
(a) If a dissolved partnership has a partner or partners that have not dissociated, that partner or those partners shall wind up the business or...
- Section 10A-8A-8.04 Power to bind partnership after dissolution
(a) After dissolution, a partnership is bound by the act of a partner or by the act of a dissociated partner acting as a partner...
- Section 10A-8A-8.05 Liability after dissolution of partner and person dissociated as partner; other partners, and persons dissociated as partners
(a) If a partner having knowledge of the dissolution causes a partnership to incur an obligation under Section 10A-8A-8.04(a) by an act that is not...
- Section 10A-8A-8.06 Known claims against dissolved partnership
Notwithstanding Sections 10A-1-9.01 and 10A-1-9.21: (a) A dissolved partnership may dispose of any known claims against it by following the procedures described in subsection (b)...
- Section 10A-8A-8.07 Other claims against dissolved partnership
Notwithstanding Sections 10A-1-9.01 and 10A-1-9.22: (a) A dissolved partnership may publish notice of its dissolution and request that persons with claims against the dissolved partnership...
- Section 10A-8A-8.08 Liability of partner and person dissociated as partner when claim against partnership
If a claim against a dissolved partnership is barred under Section 10A-8A-8.06 or 10A-8A-8.07, any corresponding claim under Sections 10A-8A-3.06, 10A-8A-7.03, and 10A-8A-8.05 is also
- Section 10A-8A-8.09 Disposition of assets, when contributions required
Notwithstanding Section 10A-1-9.12, upon the winding up of a partnership, the assets of the partnership, including any obligation under Sections 10A-8A-4.03, 10A-8A-4.04, and 10A-8A-4.09, and...
- Section 10A-8A-8.10 Reinstatement after dissolution
Notwithstanding Sections 10A-1-9.31 and 10A-1-9.32, a partnership that has been dissolved may be reinstated upon compliance with the following conditions: (a) the consent shall have...
- Section 10A-8A-8.11 Certificate of reinstatement
A partnership that has dissolved, has filed a statement of dissolution, and is seeking to reinstate in accordance with Section 10A-8A-8.10, shall deliver to the...
- Section 10A-8A-8.12 Partnership name upon reinstatement
The name of a partnership following the filing of a certificate of reinstatement shall be determined as follows: (a) if the partnership is listed in...
- Section 10A-8A-8.13 Effect of reinstatement
(a) Subject to subsection (b), upon reinstatement, the partnership shall be deemed for all purposes to have continued its business or not for profit activity...
- Article 9 Conversions and Mergers.
- Section 10A-8A-9.01 Definitions
Notwithstanding Section 10A-1-1.03, as used in this article, unless the context otherwise requires, the following terms mean: (1) "Constituent organization" means an organization that is...
- Section 10A-8A-9.02 Conversion
(a) An organization other than a partnership may convert to a partnership, and a partnership may convert to an organization other than a partnership pursuant...
- Section 10A-8A-9.03 Action on plan of conversion by converting partnership
(a) Subject to Section 10A-8A-9.10, a plan of conversion must be consented to by all the partners of a converting partnership. (b) Subject to Section...
- Section 10A-8A-9.04 Filings required for conversion; effective date
(a) After a plan of conversion is approved: (1) if the converting organization is an organization formed under, or its internal affairs are governed by,...
- Section 10A-8A-9.05 Effect of conversion
(a) When a conversion takes effect: (1) all property and contract rights owned by the converting organization remains vested in the converted organization without transfer,...
- Section 10A-8A-9.06 Merger
(a) A partnership may merge with one or more other constituent organizations pursuant to this section, Sections 10A-8A-9.07 through 10A-8A-9.09, and a plan of merger,...
- Section 10A-8A-9.07 Action on plan of merger by constituent partnership
(a) Subject to Section 10A-8A-9.10, a plan of merger must be consented to by all the partners of a constituent partnership. (b) Subject to Section...
- Section 10A-8A-9.08 Filings required for merger; effective date
(a) After each constituent organization has approved the plan of merger, a statement of merger must be signed on behalf of: (1) each constituent partnership,...
- Section 10A-8A-9.09 Effect of merger
(a) When a merger becomes effective: (1) the surviving organization continues or, in the case of a surviving organization created pursuant to the merger, comes...
- Section 10A-8A-9.10 Restrictions on approval of mergers, conversions and on relinquishing LLP status
(a) If a partner of a converting or constituent partnership will have personal liability with respect to a converted or surviving organization, approval and amendment...
- Section 10A-8A-9.11 Liability of partner after conversion or merger
(a) A conversion or merger under this article does not discharge any liability under Section 10A-8A-3.06, 10A-8A-7.02, or 10A-8A-7.03 of a person that was a...
- Section 10A-8A-9.12 Power of partners and persons dissociated as partners to bind organization after conversion or merger
(a) An act of a person that immediately before a conversion or merger became effective was a partner in a converting or constituent partnership binds...
- Section 10A-8A-9.13 Article not exclusive
This article is not exclusive. This article does not preclude an entity from being converted or merged under law other than this chapter.
- Article 10 Limited Liability Partnership.
- Article 11 Transition Rules and Miscellaneous Provisions.
- Section 10A-8A-11.01 Application to existing relationships
(a) Beginning January 1, 2019, this chapter governs all partnerships and all foreign partnerships. (b) With respect to a partnership formed before January 1, 2019,...
- Section 10A-8A-11.02 Severability clause
If any provision of this chapter or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or...
- Section 10A-8A-11.03 Relation to Electronic Signatures in Global and National Commerce Act
This chapter modifies, limits, or supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. Section 7001 et seq., but this chapter...
- Section 10A-8A-11.04 Effective date
This chapter takes effect January 1, 2019.
- Section 10A-8A-11.05 Repeals
Effective January 1, 2019, the following parts of the Code of Alabama 1975, are repealed: Section 10A-1-7.33 and Chapter 8 of Title 10A, comprised of...
- Section 10A-8A-11.06 Savings clause
(a) Except as provided in subsection (b), the repeal of a statute by this chapter does not affect: (1) the operation of the statute or...
- Section 10A-8A-11.07 Composite returns
The Alabama Department of Revenue shall promulgate rules and regulations similar to those provided under Section 40-18-176, relating to Alabama S corporations, to permit the...
- Section 10A-8A-11.08 Taxation of limited liability partnership
A limited liability partnership and a foreign limited liability partnership shall be taxed as a partnership in accordance with Section 40-18-24, as amended from time...
- Section 10A-8A-11.09 Reserved power of the state to alter or repeal chapter
All provisions of this chapter may be altered from time to time or repealed and all rights of partners, partnerships, and agents are subject to...
- Section 10A-8A-11.10 Interstate application
A limited liability partnership governed by this chapter may conduct its business or not for profit activity, carry on its operations, and have and exercise...
Last modified: May 3, 2021