AL Code § 10A-8A-8.02 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 8A - Alabama Partnership Law|Article 8 - Dissolution and Winding Up.|Section 10A-8A-8.02 - Effect of Dissolution.

Section 10A-8A-8.02Effect of dissolution. THIS SECTION WAS AMENDED BY ACT 2021-299 IN THE 2021 REGULAR SESSION, EFFECTIVE JANUARY 1, 2022. TO SEE THE AMENDED VERSION, SEE THE VERSION LABELED PENDING. Notwithstanding Section 10A-1-9.12: (a) A dissolved partnership continues its existence as a partnership but may not carry on any business or not for profit activity except as is appropriate to wind up and liquidate its business or not for profit activity, including: (1) collecting its assets; (2) disposing of its properties that will not be distributed in kind to persons owning transferable interests; (3) discharging or making provisions for discharging its liabilities; (4) distributing its remaining property in accordance with Section 10A-8A-8.09; and  (5) doing every other act necessary to wind up and liquidate its business or not for profit activity. (b) In winding up its business or not for profit activity, a partnership may: (1) deliver to the Secretary of State for filing a statement of dissolution setting forth: (A) The name of the partnership; (B) If the partnership has filed a statement of partnership, a statement of not for profit partnership, a statement of authority, or a statement of limited liability partnership, the unique identifying number or other designation as assigned by the Secretary of State; (C) That the partnership has dissolved; (D) The name, street address, and mailing address of the partner who will be winding up the business or not for profit activity of the partnership pursuant to Section 10A-8A-8.03(a), and if none, the name, street address, and mailing address of the person appointed pursuant to Section 10A-8A-8.03(b) or (c) to wind up the business or not for profit activity of the partnership; (E) If the partnership has filed a statement of partnership, a statement of not for profit partnership, or a statement of limited liability partnership, the name, street address, and mailing address of the partnership's registered agent; and (F) Any other information the partnership deems appropriate; (2) preserve the partnership's business or not for profit activity as a going concern for a reasonable time; (3) prosecute, defend, or settle actions or proceedings, whether civil, criminal, or administrative; (4) transfer the partnership's assets; (5) resolve disputes by mediation or arbitration; and (6) merge or convert in accordance with Article 9 of this chapter or Article 8 of Chapter 1. (c) The dissolution of a partnership does not: (1) transfer title to the partnership's property; (2) prevent the commencement of a proceeding by or against the partnership in its partnership name; (3) terminate, abate, or suspend a proceeding pending by or against the partnership on the effective date of dissolution; (4) terminate the authority of its registered agent; or  (5) abate, suspend, or otherwise alter the application of Section 10A-8A-3.06. (d) A statement of dissolution is a filing instrument under Chapter 1. (Act 2018-125, §7; Act 2020-73, §10.)