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Alabama Code (Last Updated: November 28, 2014) |
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Title10A ALABAMA BUSINESS AND NONPROFIT ENTITIES CODE. |
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Chapter9. ALABAMA UNIFORM LIMITED PARTNERSHIP LAW OF 2010. |
| Article 1. General Provisions. |
| § 10A-9-1.01. Short title. |
| § 10A-9-1.02. Definitions. |
| § 10A-9-1.03. Knowledge and notice. |
| § 10A-9-1.04. Nature, purpose, and duration of entity. |
| § 10A-9-1.05. Powers. |
| § 10A-9-1.06. Governing law. |
| § 10A-9-1.07. Supplemental principles of law; rate of interest. |
| § 10A-9-1.08. Name. |
| § 10A-9-1.09. Reserved. |
| § 10A-9-1.10. Effect of partnership agreement; nonwaivable provisions. |
| § 10A-9-1.11. Required information. |
| § 10A-9-1.12. Business transactions of partner with partnership. |
| § 10A-9-1.13. Dual capacity. |
| § 10A-9-1.14. Office and agent for service of process. |
| § 10A-9-1.15. Change of designated office or agent for service of process. |
| § 10A-9-1.16. Resignation of agent for service of process. |
| § 10A-9-1.17. Service of process. |
| § 10A-9-1.18. Consent and proxies of partners. |
| Article 2. Formation; Certificate of Limited Partnership and Other Filings. |
| § 10A-9-2.01. Formation of limited partnership; certificate of limited partnership. |
| § 10A-9-2.02. Amendment or restatement of certificate. |
| § 10A-9-2.03. Statement of termination. |
| § 10A-9-2.04. Signing of records. |
| § 10A-9-2.05. Signing and filing pursuant to judicial order. |
| § 10A-9-2.06. Delivery to and filing of records; effective time and date. |
| § 10A-9-2.07. Correcting filed record. |
| § 10A-9-2.08. Liability for false information in filed record. |
| § 10A-9-2.09. Certificate of existence or authorization. |
| § 10A-9-2.10. Reserved. |
| Article 3. Limited Partners. |
| § 10A-9-3.01. Becoming limited partner. |
| § 10A-9-3.02. No right or power as limited partner to bind limited partnership. |
| § 10A-9-3.03. Liability to third parties. |
| § 10A-9-3.04. Right of limited partner and former limited partner to information. |
| § 10A-9-3.05. Limited duties of limited partners. |
| § 10A-9-3.06. Person erroneously believing self to be limited partner. |
| Article 4. General Partners. |
| § 10A-9-4.01. Becoming general partner. |
| § 10A-9-4.02. General partner agent of limited partnership. |
| § 10A-9-4.03. Limited partnership liable for general partner's actionable conduct. |
| § 10A-9-4.04. General partner's liability. |
| § 10A-9-4.05. Actions by and against partnership and partners. |
| § 10A-9-4.06. Management rights of general partner. |
| § 10A-9-4.07. Right of general partner and former general partner to information. |
| § 10A-9-4.08. General standards of general partner's conduct. |
| Article 5. Contributions and Distributions. |
| § 10A-9-5.01. Form of contribution. |
| § 10A-9-5.02. Liability for contribution. |
| § 10A-9-5.03. Sharing of distributions. |
| § 10A-9-5.04. Interim distributions. |
| § 10A-9-5.05. No distribution on account of dissociation. |
| § 10A-9-5.06. Distribution in kind. |
| § 10A-9-5.07. Right to distribution. |
| § 10A-9-5.08. Limitations on distribution. |
| § 10A-9-5.09. Liability for improper distributions. |
| Article 6. Uniform Limited Partnership. |
| § 10-9A-6.01. Dissociation as limited partner. |
| § 10-9A-6.02. Effect of dissociation as limited partner. |
| § 10-9A-6.03. Dissociation as general partner. |
| § 10-9A-6.04. Person's power to dissociate as general partner; wrongful dissociation. |
| § 10-9A-6.05. Effect of dissociation as general partner. |
| § 10-9A-6.06. Power to bind and liability to limited partnership before dissolution of partnership of person dissociated as general partner. |
| § 10-9A-6.07. Liability to other persons of person dissociated as general partner. |
| Article 7. Transferable Interests and Rights of Transferees and Creditors. |
| § 10A-9-7.01. Partner's transferable interest. |
| § 10A-9-7.02. Transfer of partner's transferable interest. |
| § 10A-9-7.03. Rights of creditor of partner or transferee. |
| § 10A-9-7.04. Power of estate of deceased partner. |
| Article 8. Dissolution. |
| § 10A-9-8.01. Nonjudicial dissolution. |
| § 10A-9-8.02. Judicial dissolution. |
| § 10A-9-8.03. Winding up. |
| § 10A-9-8.04. Power of general partner and person dissociated as general partner to bind partnership after dissolution. |
| § 10A-9-8.05. Liability after dissolution of general partner and person dissociated as general partner to limited partnership, other general partners, and persons dissociated as general partner. |
| § 10A-9-8.06. Known claims against dissolved limited partnership section. |
| § 10A-9-8.07. Other claims against dissolved limited partnership. |
| § 10A-9-8.08. Liability of general partner and person dissociated as general partner when claim against limited partnership barred. |
| § 10A-9-8.09. Reserved. |
| § 10A-9-8.10. Reserved. |
| § 10A-9-8.11. Reserved. |
| § 10A-9-8.12. Disposition of assets; when contributions required. |
| Article 9. Foreign Limited Partnerships. |
| § 10A-9-9.01. Governing law. |
| § 10A-9-9.02. Application for certificate of authority. |
| § 10A-9-9.03. Reserved. |
| § 10A-9-9.04. Filing of certificate of authority. |
| § 10A-9-9.05. Noncomplying name of foreign limited partnership. |
| § 10A-9-9.06. Revocation of certificate of authority. |
| § 10A-9-9.07. Cancellation of certificate of authority; effect of failure to have certificate. |
| § 10A-9-9.08. Action by Attorney General. |
| Article 10. Actions by Partners. |
| § 10A-9-10.01. Direct action by partner. |
| § 10A-9-10.02. Derivative action. |
| § 10A-9-10.03. Proper plaintiff. |
| § 10A-9-10.04. Pleading. |
| § 10A-9-10.05. Proceeds and expenses. |
| Article 11. Conversion and Merger. |
| § 10A-9-11.01. Definitions. |
| § 10A-9-11.02. Conversion. |
| § 10A-9-11.03. Action on plan of conversion by converting limited partnership. |
| § 10A-9-11.04. Filings required for conversion; effective date |
| § 10A-9-11.05. Effect of conversion. |
| § 10A-9-11.06. Merger. |
| § 10A-9-11.07. Action on plan of merger by constituent limited partnership. |
| § 10A-9-11.08. Filings required for merger; effective date. |
| § 10A-9-11.09. Effect of merger. |
| § 10A-9-11.10. Restrictions on approval of conversions and mergers and on relinquishing LLLP status. |
| § 10A-9-11.11. Liability of general partner after conversion or merger. |
| § 10A-9-11.12. Power of general partners and persons dissociated as general partners to bind organization after conversion or merger. |
| § 10A-9-11.13. Article not exclusive. |
| Article 12. Miscellaneous Provisions. |
| § 10A-9-12.01. Uniformity of application and construction. |
| § 10A-9-12.02. Severability clause. |
| § 10A-9-12.03. Relation to Electronic Signatures in Global and National Commerce Act. |
| § 10A-9-12.04. Effective date. |
| § 10A-9-12.05. Reserved. |
| § 10A-9-12.06. Application to existing relationships. |
| § 10A-9-12.07. Savings clause. |
| § 10A-9-12.08. Classification. |