reglab/housing_qa huggingface dataset:
AL Code § 10A-8A-7.04 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 8A - Alabama Partnership Law|Article 7 - Person's Dissociation as a Partner When Business or Not for Profit Activity Not Wound Up.|Section 10A-8A-7.04 - Statement of Dissociation.

Section 10A-8A-7.04Statement of dissociation. (a) A person dissociated as a partner or the partnership may file a statement of dissociation stating the name of the partnership and that the person is dissociated as a partner from the partnership. (b) A statement of dissociation is a limitation on the authority of a person dissociated as a partner for the purposes of Section 10A-8A-3.03. (Act 2018-125, §7.)
AL Code § 10A-8A-7.05 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 8A - Alabama Partnership Law|Article 7 - Person's Dissociation as a Partner When Business or Not for Profit Activity Not Wound Up.|Section 10A-8A-7.05 - Continued Use of Partnership Name.

Section 10A-8A-7.05Continued use of partnership name. Continued use of a partnership name, or a person's name that is dissociated as a partner as part thereof, by partners continuing the business or not for profit activity does not of itself make the person dissociated as a partner liable for an obligation of the partners or the partnership continuing the business or not for profit activity. (Act 2018-125, §7.)
AL Code § 10A-8A-8.04 (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-8.04 - Power to Bind Partnership After Dissolution.

Section 10A-8A-8.04Power to bind partnership after dissolution. (a) After dissolution, a partnership is bound by the act of a partner or by the act of a dissociated partner acting as a partner under Section 10A-8A-8.03(a) which: (1) is appropriate for winding up the partnership's business or not for profit activity; or (2) would have bound the partnership under Section 10A-8A-3.01 before dissolution, if, at the time the other party enters into the transaction, the other party does not have notice of the dissolution. (b) Subject to subsection (a), a person dissociated as a partner binds a partnership through an act occurring after dissolution only if: (1) at the time the other party enters into the transaction the other party does not have notice of the dissociation and reasonably believes that the person is a partner; and (2) the act: (A) is appropriate for winding up the partnership's business or not for profit activity; or (B) would have bound the partnership under Section 10A-8A-3.01 before dissolution and at the time the other party enters into the transaction the other party does not have notice of the dissolution. (Act 2018-125, §7.)
AL Code § 10A-8A-8.05 (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-8.05 - Liability After Dissolution of Partner and Person Dissociated as Partner; Other Partners, and Persons Dissociated as Partners.

Section 10A-8A-8.05Liability after dissolution of partner and person dissociated as partner; other partners, and persons dissociated as partners. (a) If a partner having knowledge of the dissolution causes a partnership to incur an obligation under Section 10A-8A-8.04(a) by an act that is not appropriate for winding up the partnership's business or not for profit activity, the partner is liable: (1) to the partnership for any damage caused to the partnership arising from the obligation; and (2) if another partner or a person dissociated as a partner is liable for the obligation, to that other partner or person for any damage caused to that other partner or person arising from the liability. (b) If a person dissociated as a partner causes a partnership to incur an obligation under Section 10A-8A-8.04(b), the person is liable: (1) to the partnership for any damage caused to the partnership arising from the obligation; and (2) if a partner or another person dissociated as a partner is liable for the obligation, to the partner or other person for any damage caused to the partner or other person arising from the liability. (c) A person dissociated as a partner is not liable under subsection (b) if: (1) the last sentence of Section 10A-8A-8.03(a) permits the person to participate in winding up; and (2) the act that causes the partnership to be bound under Section 10A-8A-8.04(b) is appropriate for winding up the partnership's business or not for profit activity. (Act 2018-125, §7.)
AL Code § 10A-8A-8.06 (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-8.06 - Known Claims Against Dissolved Partnership.

Section 10A-8A-8.06Known claims against dissolved partnership. 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 Sections 10A-1-9.01 and 10A-1-9.21: (a) A dissolved partnership may dispose of any known claims against it by following the procedures described in subsection (b) at any time after the effective date of the dissolution of the partnership. (b) A dissolved partnership may give notice of the dissolution in writing to the holder of any known claim. The notice must: (1) identify the dissolved partnership; (2) describe the information required to be included in a claim; (3) provide a mailing address to which the claim is to be sent; (4) state the deadline, which may not be fewer than 120 days from the effective date of the notice, by which the dissolved partnership must receive the claim; (5) state that if not sooner barred, the claim will be barred if not received by the deadline; and (6) unless the partnership has been throughout its existence a limited liability partnership, state that the barring of a claim against the partnership will also bar any corresponding claim against any partner or person dissociated as a partner which is based on Section 10A-8A-3.06. (c) Unless sooner barred by any other statute limiting actions, a claim against a dissolved partnership is barred: (1) if a claimant who was given notice under subsection (b) does not deliver the claim to the dissolved partnership by the deadline; or (2) if a claimant whose claim was rejected by the dissolved partnership, does not commence a proceeding to enforce the claim within 90 days from the effective date of the rejection notice. (d) For purposes of this section, "known claim" or "claim" includes unliquidated claims, but does not include a contingent liability that has not matured so that there is no immediate right to bring suit or a claim based on an event occurring after the effective date of dissolution. (e) Nothing in this section shall be deemed to extend any otherwise applicable statute of limitations. (Act 2018-125, §7.)
AL Code § 10A-8A-8.08 (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-8.08 - Liability of Partner and Person Dissociated as Partner When Claim Against Partnership.

Section 10A-8A-8.08Liability of partner and person dissociated as partner when claim against partnership. If a claim against a dissolved partnership is barred under Section 10A-8A-8.06 or 10A-8A-8.07, any corresponding claim under Sections 10A-8A-3.06, 10A-8A-7.03, and 10A-8A-8.05 is also barred. (Act 2018-125, §7.)
AL Code § 10A-8A-8.10 (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-8.10 - Reinstatement After Dissolution.

Section 10A-8A-8.10Reinstatement after 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 Sections 10A-1-9.31 and 10A-1-9.32, a partnership that has been dissolved may be reinstated upon compliance with the following conditions: (a) the consent shall have been obtained from the partners or other persons entitled to consent at the time that is: (1) required for reinstatement under the partnership agreement; or (2) if the partnership agreement does not state the consent required for reinstatement, sufficient for dissolution under the partnership agreement; or (3) if the partnership agreement neither states the consent required for reinstatement nor for dissolution, sufficient for dissolution under this chapter; (b) in the case of a written objection to reinstatement having been delivered to the partnership before or at the time of the consent required by subsection (a) by the partners or other persons having authority under the partnership agreement to bring about or prevent dissolution of the partnership, those partners or persons withdrawing that written objection effective at the time of the consent required by subsection (a); (c) in the case of a partnership dissolved in a judicial proceeding initiated by one or more of the partners pursuant to Section 10A-8A-8.01(4), the consent of each of those partners shall have been obtained and shall be included in the consent required by subsection (a); (d) in the case of a partnership dissolved in a judicial proceeding initiated by one or more of transferees pursuant to Section 10A-8A-8.01(5), the consent of each of those transferees shall have been obtained and shall be included in the consent required by subsection (a); and (e) in the case of a partnership that has filed a statement of dissolution, the filing of a certificate of reinstatement in accordance with Section 10A-8A-8.11. (Act 2018-125, §7.)
AL Code § 10A-8A-8.11 (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-8.11 - Certificate of Reinstatement.

Section 10A-8A-8.11Certificate of reinstatement. A partnership that has dissolved, has filed a statement of dissolution, and is seeking to reinstate in accordance with Section 10A-8A-8.10, shall deliver to the Secretary of State for filing a certificate of reinstatement in accordance with the following: (a) A certificate of reinstatement shall be delivered to the Secretary of State for filing. The certificate of reinstatement shall state: (1) the name of the partnership before reinstatement; (2) the name of the partnership following reinstatement, which partnership name shall comply with Section 10A-8A-8.12; (3) the date of formation of the partnership; (4) the date of filing its statement of dissolution, and all amendments and restatements thereof, and the office or offices where filed; (5) 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; (6) the date of dissolution of the partnership, if known; (7) a statement that all applicable conditions of Section 10A-8A-8.10 have been satisfied; and (8) the address of the registered office and the name of the registered agent at that address in compliance with Article 5 of Chapter 1. (b) A partnership shall deliver to the Secretary of State for filing a statement of dissolution prior to or simultaneously with the certificate of reinstatement. If a partnership has not filed a statement of partnership, a statement of not for profit partnership, or a statement of limited liability partnership prior to filing its statement of dissolution, the partnership must also deliver to the Secretary of State for filing a statement of partnership, a statement of not for profit partnership, or a statement of limited liability partnership, simultaneously with the certificate of reinstatement. (c) A certificate of reinstatement is a filing instrument under Chapter 1. (Act 2018-125, §7; Act 2020-73, §10.)
AL Code § 10A-8A-8.12 (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-8.12 - Partnership Name Upon Reinstatement.

Section 10A-8A-8.12Partnership name upon reinstatement. The name of a partnership following the filing of a certificate of reinstatement shall be determined as follows: (a) if the partnership is listed in the Secretary of State's records as a partnership that has been dissolved, then the name of a partnership following reinstatement shall be that partnership name at the time of reinstatement if that partnership name complies with Article 5 of Chapter 1 at the time of reinstatement; and (b) if that partnership name does not comply with Article 5 of Chapter 1, the name of the partnership following reinstatement shall be that partnership name followed by the word "reinstated." (Act 2018-125, §7.)
AL Code § 10A-8A-8.13 (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-8.13 - Effect of Reinstatement.

Section 10A-8A-8.13Effect of reinstatement. (a) Subject to subsection (b), upon reinstatement, the partnership shall be deemed for all purposes to have continued its business or not for profit activity as if dissolution had never occurred; and each right inuring to, and each debt, obligation, and liability incurred by, the partnership after the dissolution shall be determined as if the dissolution had never occurred. (b) The rights of persons acting in reliance on the dissolution before those persons had notice of the reinstatement shall not be adversely affected by the reinstatement. (Act 2018-125, §7.)
AL Code § 10A-8A-9.02 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 8A - Alabama Partnership Law|Article 9 - Conversions and Mergers.|Section 10A-8A-9.02 - Conversion.

Section 10A-8A-9.02Conversion. (a) An organization other than a partnership may convert to a partnership, and a partnership may convert to an organization other than a partnership pursuant to this section, Sections 10A-8A-9.03 through 10A-8A-9.05, and a plan of conversion, if: (1) the governing statute of the organization that is not a partnership authorizes the conversion; (2) the law of the jurisdiction governing the converting organization and the converted organization does not prohibit the conversion; and (3) the converting organization and the converted organization each comply with the governing statute and organizational documents applicable to that organization in effecting the conversion. (b) A plan of conversion must be in writing and must include: (1) the name, type of organization, and mailing address of the principal office of the converting organization, and its unique identifying number or other designation as assigned by the Secretary of State, if any, before conversion; (2) the name, type of organization, and mailing address of the principal office of the converted organization after conversion; (3) the terms and conditions of the conversion, including the manner and basis for converting interests in the converting organization into any combination of money, interests in the converted organization, and other consideration allowed in Section 10A-8A-9.02(c); and (4) the organizational documents of the converted organization. (c) In connection with a conversion, rights or securities of or interests in the converting organization may be exchanged for or converted into cash, property, or rights or securities of or interests in the converted organization, or, in addition to or in lieu thereof, may be exchanged for or converted into cash, property, or rights or securities of or interests in another organization or may be cancelled. (d) If a partnership is the converting organization and that partnership does not have an effective statement of partnership, statement of not for profit partnership, or statement of limited liability partnership on file with the Secretary of State, then that partnership must, before proceeding with a conversion deliver to the Secretary of State for filing, a statement of partnership, statement of not for profit partnership, or statement of limited liability partnership simultaneously with the delivery to the Secretary of State for filing, of a statement of conversion. (e) If an organization is converting to a partnership, the converting organization must deliver to the Secretary of State for filing a statement of partnership, statement of not for profit partnership, or a statement of limited liability partnership in accordance with Section 10A-8A-9.04. (Act 2018-125, §7; Act 2019-94, §2.)
AL Code § 10A-8A-9.03 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 8A - Alabama Partnership Law|Article 9 - Conversions and Mergers.|Section 10A-8A-9.03 - Action on Plan of Conversion by Converting Partnership.

Section 10A-8A-9.03Action on plan of conversion by converting partnership. (a) Subject to Section 10A-8A-9.10, a plan of conversion must be consented to by all the partners of a converting partnership. (b) Subject to Section 10A-8A-9.10 and any contractual rights, after a conversion is approved, and at any time before a filing is made under Section 10A-8A-9.04, a converting partnership may amend the plan or abandon the planned conversion: (1) as provided in the plan; and (2) except as prohibited by the plan, by the same consent as was required to approve the plan. (Act 2018-125, §7.)
AL Code § 10A-8A-9.06 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 8A - Alabama Partnership Law|Article 9 - Conversions and Mergers.|Section 10A-8A-9.06 - Merger.

Section 10A-8A-9.06Merger. (a) A partnership may merge with one or more other constituent organizations pursuant to this section, Sections 10A-8A-9.07 through 10A-8A-9.09, and a plan of merger, if: (1) the governing statute of each of the other organizations authorizes the merger; (2) the merger is not prohibited by the law of a jurisdiction that enacted any of those governing statutes; and (3) each of the other organizations complies with its governing statute in effecting the merger. (b) A plan of merger must be in writing and must include: (1) the name, type of organization, and mailing address of the principal office of each constituent organization, the jurisdiction of the governing statute of each constituent organization, and the respective unique identifying numbers or other designations as assigned by the Secretary of State, if any, of each constituent organization; (2) the name, type of organization, and mailing address of the principal office of the surviving organization, the unique identifying number or other designation as assigned by the Secretary of State, if any, of the surviving organization, the jurisdiction of the governing statute of the surviving organization, and, if the surviving organization is to be created pursuant to the merger, a statement to that effect; (3) the terms and conditions of the merger, including the manner and basis for converting the interests in each constituent organization into any combination of money, interests in the surviving organization, and other consideration as allowed by subsection (c); (4) if the surviving organization is to be created pursuant to the merger, the surviving organization's organizational documents; and (5) if the surviving organization is not to be created pursuant to the merger, any amendments to be made by the merger to the surviving organization's organizational documents. (c) In connection with a merger, rights or securities of or interests in a constituent organization may be exchanged for or converted into cash, property, or rights or securities of or interests in the surviving organization, or, in addition to or in lieu thereof, may be exchanged for or converted into cash, property, or rights or securities of or interests in another organization or may be cancelled. (Act 2018-125, §7; Act 2019-94, §2.)
AL Code § 10A-8A-9.07 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 8A - Alabama Partnership Law|Article 9 - Conversions and Mergers.|Section 10A-8A-9.07 - Action on Plan of Merger by Constituent Partnership.

Section 10A-8A-9.07Action on plan of merger by constituent partnership. (a) Subject to Section 10A-8A-9.10, a plan of merger must be consented to by all the partners of a constituent partnership. (b) Subject to Section 10A-8A-9.10 and any contractual rights, after a merger is approved, and at any time before a filing is made under Section 10A-8A-9.08, a constituent partnership may amend the plan or abandon the merger: (1) as provided in the plan; and (2) except as prohibited by the plan, with the same consent as was required to approve the plan. (Act 2018-125, §7.)
AL Code § 10A-8A-9.10 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 8A - Alabama Partnership Law|Article 9 - Conversions and Mergers.|Section 10A-8A-9.10 - Restrictions on Approval of Mergers, Conversions and on Relinquishing Llp Status.

Section 10A-8A-9.10Restrictions on approval of mergers, conversions and on relinquishing LLP status. (a) If a partner of a converting or constituent partnership will have personal liability with respect to a converted or surviving organization, approval and amendment of a plan of conversion or plan of merger are ineffective without that partner's consent to the plan. (b) A statement of cancellation of the statement of limited liability partnership filed in connection with a conversion or merger is ineffective without each partner's written consent to such amendment. (c) A partner does not give the consent required by subsection (a) or (b) merely by consenting to a provision of the partnership agreement that permits the partnership agreement to be amended with the consent of fewer than all the partners. (Act 2018-125, §7.)