Chapter 1 - Alabama Limited Partnership Act Of 1997
- Article 1 GENERAL PROVISIONS.
- Section 10-9B-101 Definitions
As used in this chapter, unless the context otherwise requires, the following terms have the following meanings: (1) BUSINESS ENTITY. A corporation, limited liability ...
- Section 10-9B-102 Name
The name of each limited partnership as set forth in its certificate of limited partnership: (1) Shall contain the word "Limited" or the abbreviation ...
- Section 10-9B-103 RESERVED
RESERVED ...
- Section 10-9B-104 Specified office and agent
(a) Each limited partnership shall continuously maintain in this state: (1) An office, which may but need not be a place of its business ...
- Section 10-9B-105 Records to be kept; right of inspection
(a) Each limited partnership shall keep at the office referred to in Section 10-9B-104(a)(1) the following: (1) A current list of the full name ...
- Section 10-9B-106 Nature of business
A limited partnership may carry on any business that a partnership without limited partners may carry on except banking or insurance business. ...
- Section 10-9B-107 Business transactions of partner with partnership
Except as provided in the partnership agreement, a partner may lend money to and transact other business with the limited partnership and, subject to ...
- Article 2 FORMATION: CERTIFICATE OF LIMITED PARTNERSHIP.
- Section 10-9B-201 Certificate of limited partnership
(a) In order to form a limited partnership a certificate of limited partnership must be executed and delivered to the office of the judge ...
- Section 10-9B-202 Amendment to certificate
(a) A certificate of limited partnership is amended by filing a certificate of amendment thereto in the office of the judge of probate in ...
- Section 10-9B-203 Cancellation of certificate
A certificate of limited partnership shall be canceled upon the dissolution and the commencement of winding up of the partnership or at any other ...
- Section 10-9B-204 Execution of certificates
(a) Each certificate required by this article to be filed in the office of the judge of probate shall be executed in the following ...
- Section 10-9B-205 Execution by judicial act
If a person required by Section 10-9B-204 to execute any certificate fails or refuses to do so, any person who is adversely affected by ...
- Section 10-9B-206 Filing in the office of the judge of probate
(a) A signed copy of the certificate of limited partnership shall be delivered to the judge of probate of the county in which the ...
- Section 10-9B-207 Liability for material false statement in certificate
If any certificate of limited partnership or certificate of amendment or cancellation contains any statement which is false in any material respect, one who ...
- Section 10-9B-208 Scope of notice
The fact that a certificate of limited partnership is on file in the office of the judge of probate is constructive notice that the ...
- Section 10-9B-209 Restated certificate
(a) A limited partnership may, whenever desired, integrate into a single instrument all of the provisions of its certificate of limited partnership which are ...
- Article 3 LIMITED PARTNERS.
- Section 10-9B-301 Admission of limited partners
(a) In connection with the formation of a limited partnership, a person acquiring a partnership interest as a limited partner is admitted as a ...
- Section 10-9B-302 Voting
(a) Subject to Section 10-9B-303, the partnership agreement may grant to all or a specified group of the limited partners the right to vote ...
- Section 10-9B-303 Liability to third parties
(a) Except as provided in subsection (d), a limited partner is not liable for the obligations of a limited partnership unless he or she ...
- Section 10-9B-304 Person erroneously believing himself or herself a limited partner
(a) Except as provided in subsection (c), a person who makes a contribution to a business enterprise and erroneously but in good faith believes ...
- Section 10-9B-305 Information
Each limited partner has the right to: (1) Inspect and copy any of the partnership records as provided in Section 10-9B-105; and (2) Obtain ...
- Article 4 GENERAL PARTNERS.
- Section 10-9B-401 Admission of additional general partners
After the filing of a limited partnership's original certificate of limited partnership, additional general partners may be admitted as provided in writing in the ...
- Section 10-9B-402 Events of withdrawal
Except as approved by the specific written consent of all partners at the time, a person ceases to be a general partner of a ...
- Section 10-9B-403 General powers and liabilities
(a) Except as provided in this chapter or in the partnership agreement, a general partner of a limited partnership has the rights and powers ...
- Section 10-9B-404 Contributions by general partner
A general partner of a limited partnership may make contributions to the partnership and share in the profits and losses of, and in distributions ...
- Section 10-9B-405 Voting
The partnership agreement may grant to all or certain identified general partners the right to vote (on a per capita or any other basis), ...
- Article 5 FINANCE.
- Section 10-9B-501 Form of contribution
The contribution of a partner may be in cash, property, or services rendered, or a promissory note or other binding obligation to pay cash, ...
- Section 10-9B-502 Liability for contribution
(a) A promise by a limited partner to contribute to the limited partnership is not enforceable unless set out in a writing signed by ...
- Section 10-9B-503 Sharing of profits and losses
The profits and losses of a limited partnership shall be allocated among the partners, and among classes of partners, in the manner provided in ...
- Section 10-9B-504 Sharing of distributions
Distributions of cash or other assets of a limited partnership shall be allocated among the partners and among classes of partners in the manner ...
- Article 6 DISTRIBUTIONS AND WITHDRAWAL.
- Section 10-9B-601 Interim distributions
Except as provided in this article, a partner is entitled to receive distributions from a limited partnership before his or her withdrawal from the ...
- Section 10-9B-602 Withdrawal of general partner
(a) A general partner may withdraw from a limited partnership at any time by giving written notice to the other partners, but if the ...
- Section 10-9B-603 Withdrawal of limited partner
(a) In the case of limited partnerships formed on or after October 1, 1998, a limited partner may only withdraw from the limited partnership ...
- Section 10-9B-604 Distribution upon withdrawal
Except as provided in this article, upon withdrawal any withdrawing partner is entitled to receive any distribution to which he or she is entitled ...
- Section 10-9B-605 Distribution in kind
Except as provided in writing in the partnership agreement, a partner, regardless of the nature of his or her contribution, has no right to ...
- Section 10-9B-606 Right to distribution
At the time a partner becomes entitled to receive a distribution, he or she has the status of, and is entitled to all remedies ...
- Section 10-9B-607 Limitations on distribution
(a) A partner may not receive a distribution from a limited partnership to the extent that, after giving effect to the distribution, all liabilities ...
- Article 7 ASSIGNMENT OF PARTNERSHIP INTERESTS.
- Section 10-9B-701 Nature of partnership interest
A partnership interest is personal property. ...
- Section 10-9B-702 Assignment of partnership interest
(a) Except as provided in the partnership agreement: (i) A partnership interest is assignable in whole or in part; (ii) An assignment of a ...
- Section 10-9B-703 Rights of creditor
On application to a court of competent jurisdiction by any judgment creditor of a partner, the court may charge the partnership interest of the ...
- Section 10-9B-704 Right of assignee to become limited partner
(a) An assignee of a partnership interest, including an assignee of a general partner, may become a limited partner if and to the extent ...
- Section 10-9B-705 Powers of successors in interest
If a partner who is an individual dies or a court of competent jurisdiction adjudges him or her to be incompetent to manage his ...
- Article 8 DISSOLUTION.
- Section 10-9B-801 Nonjudicial dissolution
A limited partnership is dissolved and its affairs shall be wound up upon the happening of the first to occur of the following: (1) ...
- Section 10-9B-802 Judicial dissolution
On application by or for a partner the circuit court for the county in which the certificate of limited partnership is filed may decree ...
- Section 10-9B-803 Winding up
Except as provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership or, if none, the limited partners, ...
- Section 10-9B-804 Distribution of assets
Upon the winding up of a limited partnership formed under this chapter, the assets shall be distributed in the following order of priority: (1) ...
- Section 10-9B-805 Settling of accounts; applicability of section
(a) In settling accounts after dissolution, the liabilities of the partnership shall be entitled to payment in the following order: (1) Those to creditors, ...
- Article 9 FOREIGN LIMITED PARTNERSHIPS.
- Section 10-9B-901 Law governing
Subject to the constitution of this state, (1) the laws of the state under which a foreign limited partnership is organized govern its organization ...
- Section 10-9B-902 Registration
(1) Before transacting business in this state, a foreign limited partnership shall register with the Secretary of State. In order to register, a foreign ...
- Section 10-9B-903 Issuance of registration
(a) If the Secretary of State finds that an application for registration conforms to law and all requisite fees have been paid, he or ...
- Section 10-9B-904 Name
A foreign limited partnership may register with the Secretary of State under any name (whether or not it is the name under which it ...
- Section 10-9B-905 Changes and amendments
If any statement in the application for registration of a foreign limited partnership was false when made or any arrangements or other facts described ...
- Section 10-9B-906 Cancellation of registration
A foreign limited partnership may cancel its registration by filing with the Secretary of State a certificate of cancellation signed to by a general ...
- Section 10-9B-907 Transaction of business without registration
(a) A foreign limited partnership transacting business in this state may not maintain any action, suit, or proceeding in any court of this state ...
- Section 10-9B-908 Action by Attorney General
The Attorney General may bring an action to restrain a foreign limited partnership from transacting business in this state in violation of this article. ...
- Article 10 DERIVATIVE ACTIONS.
- Section 10-9B-1001 Right of action
A limited partner may bring an action in the right of a limited partnership to recover a judgment in its favor if general partners ...
- Section 10-9B-1002 Proper plaintiff
In a derivative action, the plaintiff must be a partner at the time of bringing the action or have succeeded to the right of ...
- Section 10-9B-1003 Pleading
In a derivative action, the complaint shall set forth with particularity the effort of the plaintiff to secure initiation of the action by a ...
- Section 10-9B-1004 Expenses
If a derivative action is successful, in whole or in part, or if anything is received by the plaintiff as a result of a ...
- Article 11 CONVERSIONS AND MERGERS.
- Section 10-9B-1101 Definitions
In this article, unless the context clearly indicates otherwise, the following terms have the following definitions: (1) BUSINESS ENTITY. Any business entity within the ...
- Section 10-9B-1102 Conversion of limited partnership to general partnership, corporation or limited liability company, or foreign limited partnership
(a) A limited partnership may be converted to a general partnership, corporation or limited liability company, or a foreign limited partnership pursuant to this ...
- Section 10-9B-1103 Conversion of general partnership, corporation, limited liability company, or foreign limited partnership to limited partnership
(a) A general partnership, corporation, limited liability company, or foreign limited partnership may be converted to a domestic limited partnership pursuant to this section. ...
- Section 10-9B-1104 Effect of conversion; entity unchanged
(a) A limited partnership, general partnership, corporation, limited liability company, or foreign limited partnership that has been converted pursuant to this article is for ...
- Section 10-9B-1105 Merger of limited partnerships and business entities
(a) Pursuant to a plan of merger approved as provided in subsection (c), a limited partnership may be merged with one or more business ...
- Section 10-9B-1106 Requirements for certificate of merger; certificate of merger serving as certificate of cancellation
(a) If a domestic limited partnership is merging under this article, the limited partnership or other business entity (including a foreign limited partnership) surviving ...
- Section 10-9B-1107 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 10-9B-1108 Nonexclusive
This article is not exclusive. Limited partnerships, general partnerships, corporations, and limited liability companies may be converted and business entities may be merged in ...
- Article 12
- Section 10-9B-1201 Construction and application
(a) This chapter shall be so applied and construed to effectuate its general purpose to make uniform the law with respect to the subject ...
- Section 10-9B-1202 Short title
This chapter may be cited as the Alabama Limited Partnership Act of 1997. ...
- Section 10-9B-1203 Severability
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 10-9B-1204 Effective date and repeal
The effective date of this chapter is October 1, 1998. Sections 10-9A-1 to 10-9A-203, inclusive, are hereby repealed on that date. ...
- Section 10-9B-1205 Rules for cases not provided for in this chapter
In any case not provided for in this chapter, the provisions of the Alabama Uniform Partnership Act of 1996 govern. ...
- Section 10-9B-1206 Savings clause
The repeal of any statutory provision by this chapter does not impair, or otherwise affect, the organization or the continued existence of a limited ...
