Alabama Code (Last Updated: November 28, 2014) |
Title10 CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS. |
Chapter9C. ALABAMA UNIFORM LIMITED PARTNERSHIP ACT OF 2010. |
Article 1. General Provisions. |
§ 10-9C-101. Short title. |
§ 10-9C-102. Definitions. |
§ 10-9C-103. Knowledge and notice. |
§ 10-9C-104. Nature, purpose, and duration of entity. |
§ 10-9C-105. Powers. |
§ 10-9C-106. Governing law. |
§ 10-9C-107. Supplemental principles of law; rate of interest. |
§ 10-9C-108. Name. |
§ 10-9C-109. Reserved. |
§ 10-9C-110. Effect of partnership agreement; nonwaivable provisions. |
§ 10-9C-111. Required information. |
§ 10-9C-112. Business transactions of partner with partnership. |
§ 10-9C-113. Dual capacity. |
§ 10-9C-114. Office and agent for service of process. |
§ 10-9C-115. Change of designated office or agent for service of process. |
§ 10-9C-116. Resignation of agent for service of process. |
§ 10-9C-117. Service of process. |
§ 10-9C-118. Consent and proxies of partners. |
Article 2. Formation; Certificate of Limited Partnership and Other Filings. |
§ 10-9C-201. Formation of limited partnership; certificate of limited partnership. |
§ 10-9C-202. Amendment or restatement of certificate. |
§ 10-9C-203. Statement of termination. |
§ 10-9C-204. Signing of records. |
§ 10-9C-205. Signing and filing pursuant to judicial order. |
§ 10-9C-206. Delivery to and filing of records; effective time and date. |
§ 10-9C-207. Correcting filed record. |
§ 10-9C-208. Liability for false information in filed record. |
§ 10-9C-209. Certificate of existence or authorization. |
§ 10-9C-210. Reserved. |
Article 3. Limited Partners. |
§ 10-9C-301. Becoming limited partner. |
§ 10-9C-302. No right or power as limited partner to bind limited partnership. |
§ 10-9C-303. Liability to third parties. |
§ 10-9C-304. Right of limited partner and former limited partner to information. |
§ 10-9C-305. Limited duties of limited partners. |
§ 10-9C-306. Person erroneously believing self to be limited partner. |
Article 4. General Partners. |
§ 10-9C-401. Becoming general partner. |
§ 10-9C-402. General partner agent of limited partnership. |
§ 10-9C-403. Limited partnership liable for general partner's actionable conduct. |
§ 10-9C-404. General partner's liability. |
§ 10-9C-405. Actions by and against partnership and partners. |
§ 10-9C-406. Management rights of general partner. |
§ 10-9C-407. Right of general partner and former general partner to information. |
§ 10-9C-408. General standards of general partner's conduct. |
Article 5. Contributions and Distributions. |
§ 10-9C-501. Form of contribution. |
§ 10-9C-502. Liability for contribution. |
§ 10-9C-503. Sharing of distributions. |
§ 10-9C-504. Interim distributions. |
§ 10-9C-505. No distribution on account of dissociation. |
§ 10-9C-506. Distribution in kind. |
§ 10-9C-507. Right to distribution. |
§ 10-9C-508. Limitations on distribution. |
§ 10-9C-509. Liability for improper distributions. |
Article 6. Uniform Limited Partnership. |
§ 10-9C-601. Dissociation as limited partner. |
§ 10-9C-602. Effect of dissociation as limited partner. |
§ 10-9C-603. Dissociation as general partner. |
§ 10-9C-604. Person's power to dissociate as general partner; wrongful dissociation. |
§ 10-9C-605. Effect of dissociation as general partner. |
§ 10-9C-606. Power to bind and liability to limited partnership before dissolution of partnership of person dissociated as general partner. |
§ 10-9C-607. Liability to other persons of person dissociated as general partner. |
Article 7. Transferable Interests and Rights of Transferees and Creditors. |
§ 10-9C-701. Partner's transferable interest. |
§ 10-9C-702. Transfer of partner's transferable interest. |
§ 10-9C-703. Rights of creditor of partner or transferee. |
§ 10-9C-704. Power of estate of deceased partner. |
Article 8. Dissolution. |
§ 10-9C-801. Nonjudicial dissolution. |
§ 10-9C-802. Judicial dissolution. |
§ 10-9C-803. Winding up. |
§ 10-9C-804. Power of general partner and person dissociated as general partner to bind partnership after dissolution. |
§ 10-9C-805. Liability after dissolution of general partner and person dissociated as general partner to limited partnership, other general partners, and persons dissociated as general partner. |
§ 10-9C-806. Known claims against dissolved limited partnership section. |
§ 10-9C-807. Other claims against dissolved limited partnership. |
§ 10-9C-808. Liability of general partner and person dissociated as general partner when claim against limited partnership barred. |
§ 10-9C-809. Reserved. |
§ 10-9C-810. Reserved. |
§ 10-9C-811. Reserved. |
§ 10-9C-812. Disposition of assets; when contributions required. |
Article 9. Foreign Limited Partnerships. |
§ 10-9C-901. Governing law. |
§ 10-9C-902. Application for certificate of authority. |
§ 10-9C-903. Reserved. |
§ 10-9C-904. Filing of certificate of authority. |
§ 10-9C-905. Noncomplying name of foreign limited partnership. |
§ 10-9C-906. Revocation of certificate of authority. |
§ 10-9C-907. Cancellation of certificate of authority; effect of failure to have certificate. |
§ 10-9C-908. Action by attorney general. |
Article 10. Actions by Partners. |
§ 10-9C-1001. Direct action by partner. |
§ 10-9C-1002. Derivative action. |
§ 10-9C-1003. Proper plaintiff. |
§ 10-9C-1004. Pleading. |
§ 10-9C-1005. Proceeds and expenses. |
Article 11. Conversion and Merger. |
§ 10-9C-1101. Definitions. |
§ 10-9C-1102. Conversion. |
§ 10-9C-1103. Action on plan of conversion by converting limited partnership. |
§ 10-9C-1104. Filings required for conversion; effective date |
§ 10-9C-1105. Effect of conversion. |
§ 10-9C-1106. Merger. |
§ 10-9C-1107. Action on plan of merger by constituent limited partnership. |
§ 10-9C-1108. Filings required for merger; effective date. |
§ 10-9C-1109. Effect of merger. |
§ 10-9C-1110. Restrictions on approval of conversions and mergers and on relinquishing LLLP status. |
§ 10-9C-1111. Liability of general partner after conversion or merger. |
§ 10-9C-1112. Power of general partners and persons dissociated as general partners to bind organization after conversion or merger. |
§ 10-9C-1113. Article not exclusive. |
Article 12. Miscellaneous Provisions. |
§ 10-9C-1201. Uniformity of application and construction. |
§ 10-9C-1202. Severability clause. |
§ 10-9C-1203. Relation to Electronic Signatures in Global and National Commerce Act. |
§ 10-9C-1204. Effective date. |
§ 10-9C-1205. Reserved. |
§ 10-9C-1206. Application to existing relationships. |
§ 10-9C-1207. Savings clause. |
§ 10-9C-1208. Classification. |