Chapter 1 - Uniform Partnership Act (1996)
- Article 1 General Provisions.
- Section 10-8A-101 Definitions
In this chapter: (1) "Business" includes every trade, occupation, and profession. (2) "Debtor in bankruptcy" means a person who is the subject of: (i) ...
- Section 10-8A-102 Knowledge and notice
(a) A person knows a fact if the person has actual knowledge of it. (b) A person has notice of a fact if the ...
- Section 10-8A-103 Effect of partnership agreement; nonwaivable provisions
(a) Except as provided in subsection (b), relations among the partners and between the partners and the partnership are governed by the partnership agreement. ...
- Section 10-8A-104 Supplemental principles of law
(a) Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter. (b) If an obligation to pay ...
- Section 10-8A-105 Execution, filing, and recording of statements
(a) A statement may be filed in the office of the judge of probate in the county where the partnership has its chief executive ...
- Section 10-8A-106 Law governing internal relations
Except as specifically provided otherwise in this chapter, the law of the jurisdiction in which a partnership has its chief executive office governs the ...
- Section 10-8A-107 Partnership subject to amendment or repeal of chapter
A partnership governed by this chapter is subject to any amendment to or repeal of this chapter. ...
- Article 2 Nature of Partnership.
- Section 10-8A-201 Partnership as entity
A partnership is an entity distinct from its partners. ...
- Section 10-8A-202 Formation of partnership
(a) Except as otherwise provided in subsection (b), the association of two or more persons to carry on as co-owners a business for profit ...
- Section 10-8A-203 Partnership property
Property acquired by a partnership is property of the partnership and not of the partners individually. ...
- Section 10-8A-204 When property is partnership property
(a) Property is partnership property if acquired in the name of: (1) the partnership; or (2) one or more partners with an indication in ...
- Article 3 Relations of Partners to Persons Dealing with Partnership.
- Section 10-8A-301 Partner agent of partnership
Subject to the effect of a statement of partnership authority under Section 10-8A-303: (1) Each partner is an agent of the partnership for the ...
- Section 10-8A-302 Transfer of partnership property
(a) Partnership property may be transferred as follows: (1) Subject to the effect of a statement of partnership authority under Section 10-8A-303, partnership property ...
- Section 10-8A-303 Statement of partnership authority
(a) A partnership may file a statement of partnership authority, which: (1) must include: (i) the name of the partnership; (ii) the street address ...
- Section 10-8A-304 Statement of denial
A partner or other person named as a partner in a filed statement of partnership authority or in a list maintained by an agent ...
- Section 10-8A-305 Partnership liable for partner's actionable conduct
(a) A partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful ...
- Section 10-8A-306 Partner's liability
(a) Except as otherwise provided in subsection (b) or subsection (c), all partners are liable jointly and severally for all obligations of the partnership ...
- Section 10-8A-307 Actions by and against partnership and partners
(a) A partnership may sue and be sued in the name of the partnership. (b) An action may be brought against the partnership and, ...
- Section 10-8A-308 Liability of purported partner
Except as provided in Section 10-8A-306: (a) If a person, by words or conduct, purports to be a partner, or consents to being represented ...
- Article 4 Relations of Partners to Each Other and to Partnership.
- Section 10-8A-401 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 ...
- Section 10-8A-402 Distributions in kind
A partner has no right to receive, and may not be required to accept, a distribution in kind. ...
- Section 10-8A-403 Partner's rights and duties with respect to information
(a) A partnership shall keep its books and records, if any, at its chief executive office. (b) A partnership shall provide partners and their ...
- Section 10-8A-404 General standards of partner's conduct
(a) The only fiduciary duties a partner owes to the partnership and the other partners are the duty of loyalty and the duty of ...
- Section 10-8A-405 Actions by partnership and partners
(a) Except as provided in Sections 10-8A-306, 10-8A-806 or 10-8A-807, a partnership may maintain an action against a partner for a breach of the ...
- Section 10-8A-406 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 ...
- Article 5 Transferees and Creditors of Partner.
- Section 10-8A-501 Partner not co-owner of partnership property
A partner is not a co-owner of partnership property and has no interest in partnership property which can be transferred, either voluntarily or involuntarily. ...
- Section 10-8A-502 Partner's transferable interest in partnership
The only transferable interest of a partner in the partnership is the partner's share of the profits and losses of the partnership and the ...
- Section 10-8A-503 Transfer of partner's transferable interest
(a) A transfer, in whole or in part, of a partner's transferable interest in the partnership: (1) is permissible; (2) does not by itself ...
- Section 10-8A-504 Partner's transferable interest subject to charging order
(a) On application by a judgment creditor of a partner or partner's transferee, a court having jurisdiction may charge the transferable interest of the ...
- Article 6 Partner's Dissociation.
- Section 10-8A-601 Events causing partner's dissociation
A partner is dissociated from a partnership upon the occurrence of any of the following events: (1) the partnership's having notice of the partner's ...
- Section 10-8A-602 Partner's power to dissociate; wrongful dissociation
(a) A partner has the power to dissociate at any time, rightfully or wrongfully, by express will pursuant to Section 10-8A-601(1). (b) A partner's ...
- Section 10-8A-603 Effect of partner's dissociation
(a) If a partner's dissociation results in a dissolution and winding up of the partnership business, Article 8 applies; otherwise, Article 7 applies. (b) ...
- Article 7 Partner's Dissociation When Business Not Wound up.
- Section 10-8A-701 Purchase of dissociated partner's interest
(a) If a partner is dissociated from a partnership without resulting in a dissolution and winding up of the partnership business under Section 10-8A-801, ...
- Section 10-8A-702 Dissociated partner's power to bind and liability to partnership
(a) For two years after a partner dissociates without resulting in a dissolution and winding up of the partnership business, the partnership, including a ...
- Section 10-8A-703 Dissociated partner's liability to other persons
(a) A partner's dissociation does not of itself discharge the partner's liability for a partnership obligation incurred before dissociation. A dissociated partner is not ...
- Section 10-8A-704 Statement of dissociation
(a) A dissociated partner or the partnership may file a statement of dissociation stating the name of the partnership and that the partner is ...
- Section 10-8A-705 Continued use of partnership name
Continued use of a partnership name, or a dissociated partner's name as part thereof, by partners continuing the business does not of itself make ...
- Article 8 Winding up Partnership Business.
- Section 10-8A-801 Events causing dissolution and winding up of partnership business
A partnership is dissolved, and its business must be wound up, only upon the occurrence of any of the following: (1) in a partnership ...
- Section 10-8A-802 Partnership continues after dissolution
(a) Subject to subsection (b), a partnership continues after dissolution only for the purpose of winding up its business. The partnership is terminated when ...
- Section 10-8A-803 Right to wind up partnership business
(a) After dissolution, a partner who has not wrongfully dissociated may participate in winding up the partnership's business, but on application of any partner, ...
- Section 10-8A-804 Partner's power to bind partnership after dissolution
Subject to Section 10-8A-805, a partnership is bound by a partner's act after dissolution that: (1) is appropriate for winding up the partnership business; ...
- Section 10-8A-805 Statement of dissolution
(a) After dissolution, a partner who has not wrongfully dissociated may file a statement of dissolution stating the name of the partnership and that ...
- Section 10-8A-806 Partner's liability to other partners after dissolution
(a) Except as provided in subsection (b) of this Section 10-8A-806 or in Section 10-8A-306, after dissolution a partner is liable to the other ...
- Section 10-8A-807 Settlement of accounts and contributions among partners
(a) In winding up a partnership's business, the assets of the partnership, including the contributions of the partners required by this section, must be ...
- Article 9 Conversions and Mergers.
- Section 10-8A-901 Definitions
In this article: (1) "Business entity" means a corporation, limited liability company, partnership, limited partnership, registered limited liability partnership, or other entity organized to ...
- Section 10-8A-902 Conversion of partnership to limited partnership, corporation or limited liability company
(a) A partnership may be converted to a limited partnership, corporation or limited liability company pursuant to this section. (b) The terms and conditions ...
- Section 10-8A-903 Conversion of limited partnership, corporation or limited liability company to partnership
(a) A limited partnership, corporation or limited liability company may be converted to a partnership pursuant to this section. (b) Notwithstanding a provision to ...
- Section 10-8A-904 Effect of conversion; entity unchanged
(a) A partnership, limited partnership, corporation or limited liability company that has been converted pursuant to this article is for all purposes the same ...
- Section 10-8A-905 Merger of partnerships and business entities
(a) Pursuant to a plan of merger approved as provided in subsection (c), a partnership may be merged with one or more business entities, ...
- Section 10-8A-906 Effect of merger
(a) When a merger takes effect: (1) the separate existence of every business entity that is a party to the merger, other than the ...
- Section 10-8A-907 Statement of conversion or merger
(a) After a conversion or merger, the converting entity or surviving business entity may file a statement that one or more entities have converted ...
- Section 10-8A-908 Nonexclusive
This article is not exclusive. Business entities that may be converted or merged under this article may be converted or merged in any other ...
- Article 10 Registered Limited Liability Partnerships.
- Section 10-8A-1001 Registered limited liability partnerships
(a) To become a registered limited liability partnership, a partnership shall file with the judge of probate in the county in which the partnership ...
- Section 10-8A-1002 Name of registered limited liability partnership
(a) The name of a registered limited liability partnership shall contain the words "Registered Limited Liability Partnership" or the abbreviation "L.L.P." or "LLP" as ...
- Section 10-8A-1003 Registered office and registered agent
(a) Each foreign registered limited liability partnership registered pursuant to this chapter and any registered limited liability partnership which does not maintain a place ...
- Section 10-8A-1004 Admissibility of registration information
If a person is included as a partner of a registered limited liability partnership or a foreign registered limited liability partnership set forth in ...
- Section 10-8A-1005 Cancellation of a registered limited liability partnership
(a) A registered limited liability partnership registered under this chapter may cancel its registration by filing with the judge of probate in the county ...
- Section 10-8A-1006 Registration of foreign registered limited liability partnerships
(a) Before transacting business in this state as such, a foreign registered limited liability partnership shall (i) comply with any statutory or administrative registration ...
- Section 10-8A-1007 Withdrawal of a qualified foreign registered limited liability partnership
A qualified foreign registered limited liability partnership may withdraw from this state by filing with the Secretary of State a statement of cancellation of ...
- Section 10-8A-1008 Effect of failure of foreign registered limited liability partnership to register
The failure of a foreign registered limited liability partnership to file a statement of registration or a notice pursuant to Section 10-8A-1006 or to ...
- Section 10-8A-1009 Applicability of article to foreign and interstate commerce
(a) A partnership, including a registered limited liability partnership, formed and existing pursuant to an agreement governed by this chapter, may conduct its business, ...
- Section 10-8A-1010 Professional registered limited liability partnership provisions
(a) Every individual who renders professional services as a partner or an employee of a registered limited liability partnership shall be liable for any ...
- Article 11 Miscellaneous Provisions.
- Section 10-8A-1101 Uniformity of application and construction
This chapter shall be applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this ...
- Section 10-8A-1102 Short title
This chapter may be cited as the Alabama Uniform Partnership Act (1996). ...
- Section 10-8A-1103 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 ...
- Section 10-8A-1104 Effective date
This chapter takes effect January 1, 1997. ...
- Section 10-8A-1105 Repeals
Effective January 1, 2001, the following sections and all amendments thereto and all other sections and parts of sections in the Code of Alabama ...
- Section 10-8A-1106 Applicability
(a) Before January 1, 2001, this chapter governs only a partnership formed: (1) after the effective date of this chapter, unless that partnership is ...
- Section 10-8A-1107 Savings clause
This chapter does not affect an action or proceeding commenced or right accrued before this chapter takes effect. ...
- Section 10-8A-1108 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 ...
- Section 10-8A-1109 Taxation of registered limited liability partnership
A registered limited liability partnership and a foreign registered limited liability partnership shall be taxed as a partnership in accordance with Section 40-18-24, as ...
