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

• Article 1 General Provisions.
• Section 10A-9A-1.01 Short title
  This chapter and the provisions of Chapter 1, to the extent applicable to limited partnerships, shall be known and may be cited as the Alabama...
• Section 10A-9A-1.02 Definitions
  Notwithstanding Section 10A-1-1.03, as used in this chapter, unless the context otherwise requires, the following terms mean: (1) "CERTIFICATE OF FORMATION" with respect to a...
• Section 10A-9A-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-9A-1.04 Nature and purpose
  (a) A limited partnership is a separate legal entity. A limited partnership's status for tax purposes shall not affect its status as a separate legal...
• Section 10A-9A-1.05 Powers; indemnification
  (a) A limited partnership shall possess and may exercise all the powers and privileges granted and enumerated by Chapter 1 or by any other law...
• Section 10A-9A-1.06 Governing law
  (a) The law of this state governs: (1) the organization and internal affairs of a limited partnership; (2) the liability of a partner as a...
• Section 10A-9A-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-9A-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-9A-1.09 Partnership agreement; effect on limited partnership and persons admitted as partners
  (a) A limited partnership is bound by and may enforce the partnership agreement, whether or not the limited partnership has itself manifested assent to the...
• 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 which it may be amended, including by requiring the approval of a person who is...
• Section 10A-9A-1.11 Required information
  A limited partnership shall maintain the following information: (1) A current list of the full name and last known business or residential street and mailing...
• Section 10A-9A-1.12 Transactions of partner with partnership
  A partner may lend money to and transact other activities or affairs with the limited partnership and has the same rights and obligations with respect...
• Section 10A-9A-1.13 Dual capacity
  A person may be both a general partner and a limited partner. A person that is both a general and limited partner has the rights,...
• Section 10A-9A-1.14 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; 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 must deliver a certificate of formation for filing to the Secretary of State. Notwithstanding Section...
• Section 10A-9A-2.02 Amendment or restatement of certificate of formation
  Notwithstanding Division B of Article 3 of Chapter 1: (a) A certificate of formation may be amended at any time. (b) A certificate of formation...
• Section 10A-9A-2.03 Execution of documents
  (a) A writing delivered to the Secretary of State for filing pursuant to this chapter must be signed as provided by this section. (1) A...
• Section 10A-9A-2.04 Signing and filing pursuant to judicial order
  (a) If a person required by this chapter to sign a writing or deliver a writing to the Secretary of State for filing under this...
• Section 10A-9A-2.05 Liability for false information in a filed writing
  If a writing delivered for filing under this chapter and filed under this chapter contains information which is false in any material respect and if...
• Section 10A-9A-2.06 Certificate of existence or authorization
  (a) The Secretary of State, upon request and payment of the requisite fee, shall furnish to any person a certificate of existence for a limited...
• Article 3 Limited Partners.
• Section 10A-9A-3.01 Admission of limited partner
  (a) The initial limited partner or limited partners of a limited partnership are admitted as a limited partner or limited partners upon the formation of...
• 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 power as a limited partner to act for or bind the limited partnership.
• Section 10A-9A-3.03 No liability as limited partner for limited partnership obligation
  A debt, obligation, or other liability of a limited partnership, whether arising in contract, tort, or otherwise, is not the debt, obligation, or other liability...
• 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 to subsection (g), on 10 days' demand, made in a writing received by the limited...
• Section 10A-9A-3.05 Limited duties of limited partners
  (a) Except as otherwise provided in subsection (b), a limited partner does not have any duty to the limited partnership or to any other partner...
• Section 10A-9A-3.06 Person erroneously believing self to be limited partner
  (a) Except as otherwise provided in subsection (b), a person that makes an investment in an organization and erroneously but in good faith believes that...
• Article 4 General Partners.
• Section 10A-9A-4.01 Admission of general partner
  (a) Upon formation of a limited partnership, a person is admitted as a general partner as agreed among the persons that are to be the...
• Section 10A-9A-4.02 General partner agent of limited partnership
  (a) Each general partner is an agent of the limited partnership for the purposes of its activities and affairs. An act of a general partner,...
• Section 10A-9A-4.03 Limited partnership liable for general partner's actionable conduct
  (a) A limited partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful...
• Section 10A-9A-4.04 General partner's liability
  (a) Except as otherwise provided in subsections (b) and (c), all general partners are liable jointly and severally for all debts, obligations, and liabilities of...
• 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 general partner may be joined in an action against the limited partnership or named in...
• Section 10A-9A-4.06 Management rights of general partner
  (a) Each general partner has equal rights in the management and conduct of the limited partnership's activities and affairs. Except as expressly provided in this...
• Section 10A-9A-4.07 Right of general partner and former general partner to information
  Notwithstanding Sections 10A-1-3.32 and 10A-1-3.33: (a) Subject to subsection (f), a general partner, without having any particular purpose for seeking the information, may inspect and...
• Section 10A-9A-4.08 General standards of general partner's conduct
  (a) The duties that a general partner has to the limited partnership and to the other partners include the duty of loyalty and the duty...
• Section 10A-9A-4.09 Reliance on reports and information
  A general partner of a limited partnership shall be fully protected in relying in good faith upon the records of the limited partnership and upon...
• Article 5 Contributions and Distributions.
• Section 10A-9A-5.01 Form of contribution
  A contribution by a partner may be made to a limited partnership as agreed by the partners.
• Section 10A-9A-5.02 Liability for contribution
  (a) A partner's obligation to make a contribution to a limited partnership is not excused by the partner's death, disability, or other inability to perform...
• Section 10A-9A-5.03 Sharing of distributions before dissolution
  All partners shall share equally in any distributions made by a limited partnership before its dissolution and winding up.
• Section 10A-9A-5.04 Interim distributions
  A partner has a right to a distribution before the dissolution and winding up of a limited partnership as provided in the partnership agreement. A...
• Section 10A-9A-5.05 No distribution on account of dissociation
  A partner's dissociation does not entitle the dissociated partner to a distribution.
• Section 10A-9A-5.06 Distribution in kind
  A partner does not have a right to demand and receive a distribution from a limited partnership in any form other than money. Except as...
• Section 10A-9A-5.07 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-9A-5.08 Limitations on distribution and liability for improper distributions
  (a) A limited partnership shall not make a distribution to a partner to the extent that at the time of the distribution, after giving effect...
• Article 6 Dissociation.
• Section 10A-9A-6.01 Dissociation as a limited partner
  (a) A person does not have a right to dissociate as a limited partner before the dissolution and winding up of the limited partnership. (b)...
• Section 10A-9A-6.02 Effect of dissociation as limited partner
  (a) Upon a person's dissociation as a limited partner: (1) subject to Section 10A-9A-7.04, the person does not have further rights as a limited partner;...
• Section 10A-9A-6.03 Dissociation as a general partner
  A person is dissociated from a limited partnership as a general partner when any of the following occurs: (1) the limited partnership has notice of...
• 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 general partner at any time, rightfully or wrongfully, by express will pursuant to Section 10A-9A-6.03(1)....
• Section 10A-9A-6.05 Effect of dissociation as general partner
  (a) Upon a person's dissociation as a general partner: (1) the person's right to participate as a general partner in the management and conduct of...
• 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 and before the limited partnership is dissolved, converted under Article 10 of this chapter or...
• 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 of itself discharge the person's liability as a general partner for a debt, obligation, or...
• 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 the partner's transferable interest. A transferable interest is personal property.
• Section 10A-9A-7.02 Transfer of partner's transferable interest
  (a) A transfer, in whole or in part, of a partner's transferable interest: (1) is permissible; (2) does not by itself cause the partner's dissociation;...
• Section 10A-9A-7.03 Rights of creditor of partner or transferee
  (a) On application to a court of competent jurisdiction by any judgment creditor of a partner or transferee, the court may charge the transferable interest...
• Section 10A-9A-7.04 Power of personal representative of deceased partner
  If a partner dies, the deceased partner's personal representative or other legal representative may: (a) for the period of time that the deceased partner's personal...
• Article 8 Dissolution and Winding Up.
• Section 10A-9A-8.01 Events of dissolution
  A limited partnership is dissolved and its activities and affairs shall be wound up upon the occurrence of the first of the following events: (a)...
• Section 10A-9A-8.02 Effect of dissolution
  Notwithstanding Section 10A-1-9.12: (a) A dissolved limited partnership continues its existence as a limited partnership but may not carry on any activities and affairs except...
• Section 10A-9A-8.03 Right to wind up activities and affairs
  (a) If a dissolved limited partnership has a general partner or general partners that have not dissociated, that general partner or those general partners shall...
• 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 act after dissolution which: (1) is appropriate for winding up the limited partnership's activities and...
• 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 causes a limited partnership to incur an obligation under Section 10A-9A-8.04(a) by an act that...
• Section 10A-9A-8.06 Known claims against dissolved limited partnership
  Notwithstanding Sections 10A-1-9.01 and 10A-1-9.21: (a) A dissolved limited partnership may dispose of any known claims against it by following the procedures described in subsection...
• Section 10A-9A-8.07 Other claims against dissolved limited partnership
• 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 under Section 10A-9A-8.06 or 10A-9A-8.07, any corresponding claim under Section 10A-9A-4.04 or 10A-9A-6.07 is also
• Section 10A-9A-8.09 Disposition of assets, when contributions required
  Notwithstanding Section 10A-1-9.12, upon the winding up of a limited partnership, the assets of the limited partnership, including any obligation under Article 5 of this...
• Section 10A-9A-8.10 Reinstatement after dissolution
  Notwithstanding Sections 10A-1-9.31 and 10A-1-9.32, a limited partnership that has been dissolved may be reinstated upon compliance with the following conditions: (a) the consent shall...
• Section 10A-9A-8.11 Certificate of reinstatement
  (a) In order to reinstate a limited partnership under this article, a certificate of reinstatement shall be delivered for filing to the Secretary of State...
• Section 10A-9A-8.12 Limited partnership name upon reinstatement
  The name of a limited partnership following reinstatement shall be determined as follows: (a) If the limited partnership remains in the Secretary of State's records...
• Section 10A-9A-8.13 Effect of reinstatement
  (a) Subject to subsection (b), upon reinstatement, the limited partnership shall be deemed for all purposes to have continued its activities and affairs as if...
• Article 9 Actions by Partners.
• Section 10A-9A-9.01 Direct action by partner
  (a) Subject to subsection (b), a partner may maintain a direct action against another partner or partners or the limited partnership, with or without an...
• Section 10A-9A-9.02 Right of derivative action
  A partner may commence or maintain a derivative action in the right of a limited partnership to enforce a right of the limited partnership by...
• Section 10A-9A-9.03 Standing
  A partner may commence or maintain a derivative action in the right of the limited partnership only if the partner: (1) fairly and adequately represents...
• Section 10A-9A-9.04 Demand
  A partner may commence a derivative action in the right of the limited partnership, if: (a) the partner first makes a written demand upon general...
• Section 10A-9A-9.05 Pleading
  In a derivative action, the complaint must state with particularity: (a) the date and content of plaintiff's demand and the general partner's response by the...
• Section 10A-9A-9.06 Stay of proceedings
  For the purpose of allowing the general partners and the limited partnership time to undertake an inquiry into the allegations made in the demand or...
• Section 10A-9A-9.07 Discontinuance or settlement
  A derivative action may not be dismissed or compromised without the approval of the court, and notice of the proposed dismissal or compromise shall be...
• Section 10A-9A-9.08 Proceeds and expenses
  (a) Except as otherwise provided in subsection (b): (1) any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, belong...
• Section 10A-9A-9.09 Applicability to foreign limited partnerships
  In any derivative action in the right of a foreign limited partnership, the right of a person to commence or maintain a derivative action in...
• Article 10 Conversions and Mergers.
• Section 10A-9A-10.01 Definitions
  Notwithstanding Section 10A-1-1.03, as used in this article, unless the context otherwise requires, the following terms mean: (1) "CONSTITUENT LIMITED PARTNERSHIP" means a constituent organization...
• Section 10A-9A-10.02 Conversion
  (a) An organization other than a limited partnership may convert to a limited partnership, and a limited partnership may convert to an organization other than...
• 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 be consented to by all the partners of a converting limited partnership. (b) Subject to...
• Section 10A-9A-10.04 Filings required for conversion; effective date
  THIS SECTION WAS AMENDED BY ACT 2019-94 IN THE 2019 REGULAR SESSION, EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a)...
• Section 10A-9A-10.05 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-9A-10.06 Merger
  (a) A limited partnership may merge with one or more other constituent organizations pursuant to this section, Sections 10A-9A-10.07 through 10A-9A-10.09, and a plan of...
• 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 be consented to by all the partners of a constituent limited partnership. (b) Subject to...
• Section 10A-9A-10.08 Filings required for merger; effective date
  THIS SECTION WAS AMENDED BY ACT 2019-94 IN THE 2019 REGULAR SESSION, EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a)...
• Section 10A-9A-10.09 Effect of merger
  THIS SECTION WAS AMENDED BY ACT 2019-94 IN THE 2019 REGULAR SESSION, EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a)...
• 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 partnership will have personal liability with respect to a converted or surviving organization, approval and...
• Section 10A-9A-10.11 Liability of general partner after conversion or merger
  (a) A conversion or merger under this article does not discharge any liability under Sections 10A-9A-4.04 and 10A-9A-6.07 of a person that was a general...
• 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 conversion or merger became effective was a general partner in a converting or constituent limited...
• Section 10A-9A-10.13 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 11 Miscellaneous Provisions.
• Section 10A-9A-11.01 Application to existing relationships
  (a) Beginning January 1, 2017, this chapter governs all limited partnerships and all foreign limited partnerships. (b) With respect to a limited partnership formed before...
• Section 10A-9A-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-9A-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-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 of Alabama 1975 are repealed: Sections 10A-9-1.01 to 10A-9-12.08, inclusive, as amended and in effect...
• Section 10A-9A-11.06 Savings clause
  This chapter does not affect an action commenced, proceeding brought, or right accrued before this chapter takes effect.
• Section 10A-9A-11.07 Classification
  For purposes of income taxation, other than under Chapter 14A of Title 40, a domestic or foreign limited partnership or limited liability limited partnership shall...

Last modified: May 3, 2021