reglab/housing_qa huggingface dataset:
AL Code § 10A-9A-2.01 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 9A - Alabama Limited Partnership Law.|Article 2 - Formation; Certificate of Formation and Other Filings.|Section 10A-9A-2.01 - Formation of Limited Partnership; Certificate of Formation.

Section 10A-9A-2.01Formation of limited partnership; certificate of formation.  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. (a) In order to form a limited partnership, a person must deliver a certificate of formation for filing to the Secretary of State. Notwithstanding Section 10A-1-3.05, the certificate of formation shall set forth: (1) the name of the limited partnership, which must comply with Article 5 of Chapter 1; (2) the address of the registered office required by Article 5 of Chapter 1; (3) the name of the registered agent at the registered office as required by Article 5 of Chapter 1; (4) the name and the street and mailing address of each general partner; (5) whether the limited partnership is a limited liability limited partnership; (6) any additional information required by Article 8 of Chapter 1 or by Article 10 of this chapter; and (7) any other matters the partners determine to include therein which comply with Section 10A-9A-1.08. (b) A limited partnership is formed when the certificate of formation becomes effective in accordance with Article 4 of Chapter 1. (c) The fact that a certificate of formation has been filed and is effective in accordance with Article 4 of Chapter 1 is notice of the matters required to be included by subsections (a)(1), (a)(2), (a)(3), (a)(4), if applicable, (a)(5), and (a)(6), but is not notice of any other fact. (d) A partnership agreement shall be entered into either before, after, or at the time of filing the certificate of formation and, whether entered into before, after, or at the time of filing, may be made effective as of the filing of the certificate of formation or at any other time or date provided in the partnership agreement. (Act 2016-379, p. 934, §1; Act 2020-73, §10.)
AL Code § 10A-9A-2.03 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 9A - Alabama Limited Partnership Law.|Article 2 - Formation; Certificate of Formation and Other Filings.|Section 10A-9A-2.03 - Execution of Documents.

Section 10A-9A-2.03Execution of documents.  (a) A writing delivered to the Secretary of State for filing pursuant to this chapter must be signed as provided by this section. (1) A limited partnership's initial certificate of formation must be signed by all general partners listed in the certificate of formation. (2) An amendment adding or deleting a statement that the limited partnership is a limited liability limited partnership must be signed by all general partners listed in the certificate of formation. (3) An amendment designating as general partner a person admitted under Section 10A-9A-8.01(c) following the dissociation of a limited partnership's last general partner must be signed by the person or persons so designated. (4) Any other amendment must be signed by: (A) at least one general partner; and (B) each other person designated in the amendment as a new general partner. (5) A restated certificate of formation must be signed by at least one general partner and, to the extent the restated certificate of formation effects a change under any other paragraph of this subsection, the restated certificate of formation must be signed in a manner that satisfies that paragraph. (6) a statement of dissolution must be signed by all general partners or by the person or persons appointed pursuant to Section 10A-9A-8.03(b) or (c) to wind up the dissolved limited partnership's activities and affairs. (7) A statement of conversion must be signed by each general partner of the limited partnership. (8) A statement of merger must be signed by each general partner of the limited partnership. (9) Any other writing delivered on behalf of a limited partnership for filing must be signed by at least one general partner. (10) A statement of withdrawal by a person pursuant to Section 10A-9A-3.06 must be signed by that person. (11) A writing delivered on behalf of a foreign limited partnership to the Secretary of State for filing must be signed by at least one general partner of the foreign limited partnership. (12) Any other writing delivered on behalf of any person for filing must be signed by that person. (b) Any writing to be filed under this chapter may be signed by an agent, including an attorney-in-fact. Powers of attorney relating to the signing of the writing need not be delivered to the Secretary of State. (c) Any writing which is required in this chapter to be signed by a person need not be signed by any person: (1) who is deceased or dissolved or for whom a guardian or general conservator has been appointed, if the record so states; or (2) who has previously delivered for filing with the Secretary of State a statement of dissociation or withdrawal. (Act 2016-379, p. 934, §1; Act 2020-73, §10.)
AL Code § 10A-9A-2.04 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 9A - Alabama Limited Partnership Law.|Article 2 - Formation; Certificate of Formation and Other Filings.|Section 10A-9A-2.04 - Signing and Filing Pursuant to Judicial Order.

Section 10A-9A-2.04Signing and filing pursuant to judicial order. (a) If a person required by this chapter to sign a writing or deliver a writing to the Secretary of State for filing under this chapter does not do so, any other person that is aggrieved by that failure may petition the designated court, and if none, the circuit court for the county in which the limited partnership's principal office within this state is located, and if the limited partnership does not have a principal office within this state then the circuit court for the county in which the limited partnership's most recent registered office is located, to order: (1) the person to sign the writing; (2) the person to deliver the writing to the Secretary of State for filing; or (3) the Secretary of State to file the writing unsigned. (b) If a petitioner under subsection (a) is not the limited partnership or foreign limited partnership to whom the writing pertains, the petitioner shall make the limited partnership or foreign limited partnership a party to the action. A person aggrieved under subsection (a) may seek the remedies provided in subsection (a) in a separate action against the person required to sign or deliver the writing or as a part of any other action concerning the limited partnership or foreign limited partnership in which the person required to sign or deliver the writing is made a party. (c) A writing filed unsigned pursuant to this section is effective without being signed.  (d) A court may award reasonable expenses, including reasonable attorneys' fees, to the party or parties who prevail, in whole or in part, with respect to any claim made under subsection (a). (Act 2016-379, p. 934, §1; Act 2020-73, §10.)
AL Code § 10A-9A-2.05 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 9A - Alabama Limited Partnership Law.|Article 2 - Formation; Certificate of Formation and Other Filings.|Section 10A-9A-2.05 - Liability for False Information in a Filed Writing.

Section 10A-9A-2.05Liability for false information in a filed writing.  If a writing delivered for filing under this chapter and filed under this chapter contains information which is false in any material respect and if such information is required to be set forth on a newly filed certificate of formation under this chapter, a person that suffers loss by reasonable reliance on the information may recover damages for the loss from: (1) a person that signed the writing, or caused another to sign it on the person's behalf, and knew the information to be false at the time the writing was signed; and (2) a general partner that has notice that the information was false when the writing was filed or has become false because of changed circumstances, if the general partner has notice for a reasonably sufficient time before the information is relied upon to enable the general partner to effect an amendment under Section 10A-9A-2.02, file a petition pursuant to Division B of Article 5 of Chapter 1, or deliver for filing a statement of change or a statement of correction pursuant to Division C of Article 5 of Chapter 1. (Act 2016-379, §1.)
AL Code § 10A-9A-3.01 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 9A - Alabama Limited Partnership Law.|Article 3 - Limited Partners.|Section 10A-9A-3.01 - Admission of Limited Partner.

Section 10A-9A-3.01Admission of limited partner.  (a) The initial limited partner or limited partners of a limited partnership are admitted as a limited partner or limited partners upon the formation of the limited partnership. (b) After formation, a person is admitted as a limited partner of the limited partnership: (1) as provided in the partnership agreement; (2) as the result of a transaction effective under Article 10 of this chapter or Article 8 of Chapter 1; (3) with the consent of all the partners; or (4) as provided in Section 10A-9A-8.01(d) or (e). (c) A person may be admitted as a limited partner without: (1) acquiring a transferable interest; or (2) making or being obligated to make a contribution to the limited partnership.  (Act 2016-379, §1.)
AL Code § 10A-9A-3.02 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 9A - Alabama Limited Partnership Law.|Article 3 - Limited Partners.|Section 10A-9A-3.02 - No Right or Power as Limited Partner to Bind Limited Partnership.

Section 10A-9A-3.02No right or power as limited partner to bind limited partnership.  A limited partner does not have the right or the power as a limited partner to act for or bind the limited partnership. (Act 2016-379, §1.)
AL Code § 10A-9A-3.03 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 9A - Alabama Limited Partnership Law.|Article 3 - Limited Partners.|Section 10A-9A-3.03 - No Liability as Limited Partner for Limited Partnership Obligation.

Section 10A-9A-3.03No liability as limited partner for limited partnership obligation.  A debt, obligation, or other liability of a limited partnership, whether arising in contract, tort, or otherwise, is not the debt, obligation, or other liability of a limited partner. A limited partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of the limited partnership solely by reason of being a limited partner, even if the limited partner participates in the management and control of the limited partnership. (Act 2016-379, §1.)
AL Code § 10A-9A-3.05 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 9A - Alabama Limited Partnership Law.|Article 3 - Limited Partners.|Section 10A-9A-3.05 - Limited Duties of Limited Partners.

Section 10A-9A-3.05Limited duties of limited partners.  (a) Except as otherwise provided in subsection (b), a limited partner does not have any duty to the limited partnership or to any other partner solely by reason of being a limited partner. (b) A limited partner shall discharge the duties to the limited partnership and the other partners under the partnership agreement and exercise any rights under this chapter or the partnership agreement consistently with the implied contractual covenant of good faith and fair dealing. (c) A limited partner does not violate a duty or obligation under this chapter or under the partnership agreement merely because the limited partner's conduct furthers the limited partner's own interest. (Act 2016-379, §1.)
AL Code § 10A-9A-3.06 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 9A - Alabama Limited Partnership Law.|Article 3 - Limited Partners.|Section 10A-9A-3.06 - Person Erroneously Believing Self to Be Limited Partner.

Section 10A-9A-3.06Person erroneously believing self to be limited partner.  (a) Except as otherwise provided in subsection (b), a person that makes an investment in an organization and erroneously but in good faith believes that the person has become a limited partner in the organization is not liable for the organization's obligations by reason of making the investment, receiving distributions from the organization, or exercising any rights of or appropriate to a limited partner, if, on ascertaining the mistake, the person: (1) causes an appropriate certificate of formation, amendment, or statement of correction to be signed and filed with the filing officer in accordance with Article 4 of Chapter 1; or (2) withdraws from future participation as an owner in the organization by signing a statement of withdrawal and filing it with the Secretary of State. (b) A person that makes an investment described in subsection (a) is liable to the same extent as a general partner to any third party that enters into a transaction with the organization, believing in good faith that the person is a general partner, before the statement of withdrawal, certificate of formation, amendment, or statement of correction to show that the person is not a general partner is filed with the filing officer in accordance with Article 4 of Chapter 1. (c) If a person makes a diligent effort in good faith to comply with subsection (a)(1) and is unable to cause the appropriate certificate of formation, amendment, or statement of correction to be signed and filed with the filing officer in accordance with Article 4 of Chapter 1, the person has the right to withdraw from the organization pursuant to subsection (a)(2) even if the withdrawal would otherwise breach an agreement with others that are or have agreed to become co-owners of the organization. (Act 2016-379, §1.)
AL Code § 10A-9A-4.01 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 9A - Alabama Limited Partnership Law.|Article 4 - General Partners.|Section 10A-9A-4.01 - Admission of General Partner.

Section 10A-9A-4.01Admission of general partner.  (a) Upon formation of a limited partnership, a person is admitted as a general partner as agreed among the persons that are to be the initial partners. (b) After formation of a limited partnership, a person is admitted as a general partner: (1) as provided in the partnership agreement; (2) as the result of a transaction effective under Article 10 of this chapter or Article 8 of Chapter 1; (3) with the consent of all the partners; or (4) as provided in Section 10A-9A-8.01(c) or (e). (c) A person may be admitted as a general partner without: (1) acquiring a transferable interest; or (2) making or being obligated to make a contribution to the partnership. (Act 2016-379, §1.)
AL Code § 10A-9A-4.02 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 9A - Alabama Limited Partnership Law.|Article 4 - General Partners.|Section 10A-9A-4.02 - General Partner Agent of Limited Partnership.

Section 10A-9A-4.02General partner agent of limited partnership.  (a) Each general partner is an agent of the limited partnership for the purposes of its activities and affairs. An act of a general partner, including the signing of a writing in the partnership's name, for apparently carrying on in the ordinary course the limited partnership's activities and affairs or activities and affairs of the kind carried on by the limited partnership binds the limited partnership, unless the general partner did not have authority to act for the limited partnership in the particular matter and the person with which the general partner was dealing knew, had received a notification, or had notice under Section 10A-9A-1.03(d) that the general partner lacked authority. (b) An act of a general partner which is not apparently for carrying on in the ordinary course the limited partnership's activities and affairs or activities and affairs of the kind carried on by the limited partnership binds the limited partnership only if the act was actually authorized by all the other partners. (Act 2016-379, §1.)
AL Code § 10A-9A-4.03 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 9A - Alabama Limited Partnership Law.|Article 4 - General Partners.|Section 10A-9A-4.03 - Limited Partnership Liable for General Partner's Actionable Conduct.

Section 10A-9A-4.03Limited partnership liable for general partner's actionable conduct.  (a) A limited partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a general partner acting in the ordinary course of activities and affairs of the limited partnership or with authority of the limited partnership. (b) If, in the course of the limited partnership's activities and affairs or while acting with authority of the limited partnership, a general partner receives or causes the limited partnership to receive money or property of a person not a partner, and the money or property is misapplied by a general partner, the limited partnership is liable for the loss. (Act 2016-379, §1.)
AL Code § 10A-9A-4.04 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 9A - Alabama Limited Partnership Law.|Article 4 - General Partners.|Section 10A-9A-4.04 - General Partner's Liability.

Section 10A-9A-4.04General partner's liability.  (a) Except as otherwise provided in subsections (b) and (c), all general partners are liable jointly and severally for all debts, obligations, and liabilities of the limited partnership unless otherwise agreed by the claimant or provided by law. (b) A person that becomes a general partner of an existing limited partnership is not personally liable for any debt, obligation, or liability of a limited partnership incurred before the person became a general partner. (c) A debt, obligation, or liability of a limited partnership incurred while the limited partnership is a limited liability limited partnership, whether arising in contract, tort, or otherwise, is solely the debt, obligation, or liability of the limited partnership. A general partner of a limited liability limited partnership is not personally liable, directly or indirectly, by way of indemnification, contribution, assessment or otherwise, for such a debt, obligation, or liability solely by reason of being or acting, or omitting to act, as a general partner. This subsection applies despite anything inconsistent in the partnership agreement that existed immediately before the consent required to become a limited liability limited partnership under Section 10A-9A-4.06(b)(2). (Act 2016-379, §1.)
AL Code § 10A-9A-4.05 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 9A - Alabama Limited Partnership Law.|Article 4 - General Partners.|Section 10A-9A-4.05 - Actions by and Against Partnership and Partners.

Section 10A-9A-4.05Actions by and against partnership and partners.  (a) To the extent not inconsistent with Section 10A-9A-4.04, a general partner may be joined in an action against the limited partnership or named in a separate action. (b) A judgment against a limited partnership is not by itself a judgment against a general partner. A judgment against a limited partnership may not be satisfied from a general partner's assets unless there is also a judgment against the general partner. (c) A judgment creditor of a general partner may not levy execution against the assets of the general partner to satisfy a judgment based on a claim against the limited partnership, unless the partner is personally liable for the claim under Section 10A-9A-4.04 and either: (1) a judgment based on the same claim has been obtained against the limited partnership and a writ of execution on the judgment has been returned unsatisfied in whole or in part; (2) the limited partnership is a debtor in bankruptcy; (3) the general partner has agreed that the creditor need not exhaust limited partnership assets; (4) a court grants permission to the judgment creditor to levy execution against the assets of a general partner based on a finding that limited partnership assets subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of limited partnership assets is excessively burdensome, or that the grant of permission is an appropriate exercise of the court's equitable powers; or (5) liability is imposed on the general partner by law or contract independent of the existence of the limited partnership. (Act 2016-379, §1.)
AL Code § 10A-9A-4.06 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 9A - Alabama Limited Partnership Law.|Article 4 - General Partners.|Section 10A-9A-4.06 - Management Rights of General Partner.

Section 10A-9A-4.06Management rights of general partner.  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. (a) Each general partner has equal rights in the management and conduct of the limited partnership's activities and affairs. Except as expressly provided in this chapter, any matter relating to the activities and affairs of the limited partnership is decided exclusively by the general partner or, if there is more than one general partner, by a majority of the general partners. (b) The consent of all of the partners is necessary to: (1) amend the partnership agreement; (2) amend the certificate of formation to add or delete a statement that the limited partnership is a limited liability limited partnership; and (3) sell, lease, exchange, or otherwise dispose of all, or substantially all, of the limited partnership's property, with or without the good will, other than in the usual and regular course of the limited partnership's activities and affairs. (c) A limited partnership shall reimburse a general partner for payments made and indemnify a general partner for liabilities incurred by the general partner in the ordinary course of the activities and affairs of the limited partnership or for the preservation of its activities and affairs or its property. (d) A limited partnership shall reimburse a general partner for an advance to the limited partnership beyond the amount of capital the general partner agreed to contribute. (e) A payment or advance made by a general partner which gives rise to an obligation of the limited partnership under subsection (c) or (d) constitutes a loan to the limited partnership which accrues interest from the date of the payment or advance. (f) A general partner is not entitled to remuneration for services performed for the partnership. (g) Notwithstanding the provisions of Article 6 of Chapter 1, a limited partnership may indemnify and hold harmless a partner or other person, pay in advance or reimburse expenses incurred by a partner or other person, and purchase and maintain insurance on behalf of a partner or other person. (Act 2016-379, §1.)