reglab/statecodes huggingface dataset:
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8 - General Partnerships. › Article 10 - Registered Limited Liability Partnership. › Section 10A-8-10.05 - Cancellation of a Registered Limited Liability Partnership.

Section 10A-8-10.05
Cancellation of a registered limited liability partnership.
REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(Acts 1996, No. 96-528, p. 685, §1; §10-8A-1005; amended and renumbered by Act 2009-513, p. 967, §268.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8 - General Partnerships. › Article 10 - Registered Limited Liability Partnership. › Section 10A-8-10.06 - Registration of Foreign Registered Limited Liability Partnerships.

Section 10A-8-10.06
Registration of foreign registered limited liability partnerships.
REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(Acts 1996, No. 96-528, p. 685, §1; §10-8A-1006; amended and renumbered by Act 2009-513, p. 967, §268.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8 - General Partnerships. › Article 10 - Registered Limited Liability Partnership. › Section 10A-8-10.07 - Withdrawal of a Qualified Foreign Registered Limited Liability Partnership.

Section 10A-8-10.07
Withdrawal of a qualified foreign registered limited liability partnership.
REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(Acts 1996, No. 96-528, p. 685, §1; §10-8A-1007; amended and renumbered by Act 2009-513, p. 967, §268.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8 - General Partnerships. › Article 10 - Registered Limited Liability Partnership. › Section 10A-8-10.08 - Effect of Failure of Foreign Registered Limited Liability Partnership to Register.

Section 10A-8-10.08
Effect of failure of foreign registered limited liability partnership to register.
REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(Acts 1996, No. 96-528, p. 685, §1; §10-8A-1008; amended and renumbered by Act 2009-513, p. 967, §268.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8 - General Partnerships. › Article 10 - Registered Limited Liability Partnership. › Section 10A-8-10.09 - Applicability of Article to Foreign and Interstate Commerce

Section 10A-8-10.09
Applicability of article to foreign and interstate commerce
REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(Acts 1996, No. 96-528, p. 685, §1; §10-8A-1009; amended and renumbered by Act 2009-513, p. 967, §268.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8 - General Partnerships. › Article 10 - Registered Limited Liability Partnership. › Section 10A-8-10.10 - Professional Registered Limited Liability Partnership Provisions.

Section 10A-8-10.10
Professional registered limited liability partnership provisions.
REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(Acts 1996, No. 96-528, p. 685, §1; §10-8A-1010; amended and renumbered by Act 2009-513, p. 967, §268.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8 - General Partnerships. › Article 11 - Miscellaneous Provisions. › Section 10A-8-11.01 - Uniformity of Application and Construction.

Section 10A-8-11.01
Uniformity of application and construction.
REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(Acts 1996, No. 96-528, p. 685, §1; §10-8A-1101; amended and renumbered by Act 2009-513, p. 967, §270.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8 - General Partnerships. › Article 11 - Miscellaneous Provisions. › Section 10A-8-11.02 - Savings Clause.

Section 10A-8-11.02
Savings clause.
REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(Acts 1996, No. 96-528, p. 685, §1; §10-8A-1107; amended and renumbered by Act 2009-513, p. 967, §272.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8 - General Partnerships. › Article 11 - Miscellaneous Provisions. › Section 10A-8-11.03 - Composite Returns.

Section 10A-8-11.03
Composite returns.
REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(Acts 1996, No. 96-528, p. 685, §1; §10-8A-1108; amended and renumbered by Act 2009-513, p. 967, §272.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8 - General Partnerships. › Article 11 - Miscellaneous Provisions. › Section 10A-8-11.04 - Taxation of Registered Limited Liability Partnership.

Section 10A-8-11.04
Taxation of registered limited liability partnership.
REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(Acts 1996, No. 96-528, p. 685, §1; §10-8A-1109; amended and renumbered by Act 2009-513, p. 967, §272.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 1 - General Provisions. › Section 10A-8A-1.01 - Short Title.

Section 10A-8A-1.01
Short title.
This chapter and the provisions of Chapter 1 to the extent applicable to partnerships, shall be known and may be cited as the Alabama Partnership Law.
(Act 2018-125, §7.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 1 - General Provisions. › Section 10A-8A-1.03 - Knowledge and Notice.

Section 10A-8A-1.03
Knowledge and notice.
(a) A person knows a fact when the person:
(1) has actual knowledge of it; or
(2) is deemed to know it under law other than this chapter.
(b) A person has notice of a fact when the person:
(1) knows of it;
(2) receives notice of it;
(3) has reason to know the fact from all of the facts known to the person at the time in question; or
(4) is deemed to have notice of the fact under subsection (d).
(c) A person notifies or gives notice to another person by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person knows the fact.
(d) A person is deemed to have notice of a partnership's:
(1) statement of partnership, 90 days after a statement of partnership under Section 10A-8A-2.02 becomes effective;
(2) statement of not for profit partnership, 90 days after a statement of not for profit partnership under Section 10A-8A-2.02 becomes effective;
(3) statement of authority, with respect to:
(i) authority not involving property and
(ii) property other than real property, 90 days after a statement of authority under Section 10A-8A-3.03 becomes effective; and with respect to real property in accordance with Section 10A-8A-3.03(g);
(4) statement of denial, with respect to property other than real property, 90 days after a statement of denial under Section 10A-8A-3.04 becomes effective;
(5) dissociation, 90 days after a statement of dissociation under Section 10A-9A-7.04 becomes effective;
(6) dissolution, 90 days after a statement of dissolution under Section 10A-9A-8.02 or Section 10A-9A-8.03 becomes effective;
(7) reinstatement, 90 days after a certificate of reinstatement under Section 10A-9A-8.11 becomes effective;
(8) merger or conversion under Article 9 or under Article 8 of Chapter 1, 90 days after the statement of merger or conversion becomes effective;
(9) statement of limited liability partnership, 90 days after a statement of limited liability partnership under Section 10A-8A-10.01 becomes effective; or
(10) statement of cancellation, 90 days after a statement of cancellation under Section 10A-8A-10.01 becomes effective.
(e) A partner's knowledge, notice, or receipt of notice of a fact relating to the partnership is effective immediately as knowledge of, notice to, or receipt of notice by the partnership, except in the case of a fraud on the partnership committed by or with the consent of that partner.
(Act 2018-125, §7.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 1 - General Provisions. › Section 10A-8A-1.04 - Nature and Purpose.

Section 10A-8A-1.04
Nature and purpose.
(a) A partnership is a separate legal entity. A partnership's status for tax purposes shall not affect its status as a separate legal entity formed under this chapter. A partnership is the same entity regardless of whether the partnership has a statement of limited liability partnership under Section 10A-8A-10.01 stating that the partnership is a limited liability partnership. A partner has no interest in any specific property of a partnership.
(b) A partnership may carry on any lawful business and may carry on any lawful not for profit activity if it complies with Section 10A-8A-2.02(b).
(Act 2018-125, §7.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 1 - General Provisions. › Section 10A-8A-1.05 - Powers; Indemnification.

Section 10A-8A-1.05
Powers; indemnification.
(a) A partnership shall possess and may exercise all the powers and privileges granted and enumerated by Chapter 1 or by any other law or by its partnership agreement, together with any powers incidental thereto, including those powers and privileges necessary or convenient to the conduct, promotion, or attainment of the business or not for profit activity of the partnership and including the power to sue, be sued, and defend in its own name and to maintain an action against a partner for harm caused to the partnership by a breach of the partnership agreement or violation of a duty to the partnership.
(b) A 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 2018-125, §7.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 1 - General Provisions. › Section 10A-8A-1.06 - Governing Law.

Section 10A-8A-1.06
Governing law.
(a) Except as otherwise provided in subsections (b), (c), and (d) of this section, the law of the jurisdiction in which the partnership has its principal office governs the partnership agreement and the relations among the partners and between the partners and the partnership.
(b) The law of this state governs the (i) internal affairs of a limited liability partnership, including the relations among the partners and between the partners and the partnership, (ii) the liability of a partner as a partner for the debts, obligations, or other liabilities of a limited liability partnership, and (iii) the authority of the partners of a limited liability partnership.
(c) The law of the jurisdiction in which a foreign limited liability partnership has filed its statement of limited liability partnership or similar writing governs the (i) internal affairs of that foreign limited liability partnership, including the relations among the partners and between the partners and the partnership, (ii) the liability of a partner as a partner for the debts, obligations, or other liabilities of a foreign limited liability partnership, and (iii) the authority of the partners of a foreign limited liability partnership.
(d) If (i) a partnership agreement provides for the application of the laws of this state, and (ii) the partnership delivers to the Secretary of State for filing a statement of partnership in accordance with Section 10A-8A-2.02(a), a statement of not for profit partnership in accordance with Section 10A-8A-2.02(b), or a statement of limited liability partnership in accordance with Section 10A-8A-10.01, then the partnership agreement shall be governed by and construed under the laws of this state.
(Act 2018-125, §7.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 1 - General Provisions. › Section 10A-8A-1.07 - Supplemental Principles of Law; Rate of Interest.

Section 10A-8A-1.07
Supplemental principles of law; rate of interest.
(a) It is the policy of this chapter and this state to give maximum effect to the principles of freedom of contract and to the enforceability of partnership agreements.
(b) Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.
(c) If an obligation to pay interest arises under this chapter and the rate is not specified, the rate is the applicable federal rate as determined from time to time by the United States Treasury pursuant to 26 U.S.C. §1274(d) or any successor law.
(d) The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this chapter.
(e) The use of any gender shall be applicable to all genders. The captions contained in this chapter are for purposes of convenience only and shall not control or affect the construction of this chapter.
(f) Sections 7-9A-406 and 7-9A-408 of the Uniform Commercial Code, and all successor statutes thereto, do not apply to any interest in a partnership, including all rights, powers, and interests arising under a partnership agreement or this chapter. This provision prevails over Sections 7-9A-406 and 7-9A-408 of the Uniform Commercial Code, and all successor statutes thereto, and is expressly intended to permit the enforcement of the provisions of a partnership agreement that would otherwise be ineffective under Sections 7-9A-406 and 7-9A-408 of the Uniform Commercial Code, and all successor statutes thereto.
(g) Division E of Article 3 of Chapter 1 shall have no application to this chapter.
(h) The terms president, vice-president, secretary, and treasurer, as defined in Chapter 1, shall have no application to this chapter.
(i) Section 10A-1-2.13(c) shall have no application to this chapter.
(Act 2018-125, §7.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 1 - General Provisions. › Section 10A-8A-1.09 - Partnership Agreement; Effect on Partnership and Persons Admitted as Partners.

Section 10A-8A-1.09
Partnership agreement; effect on partnership and persons admitted as partners.
(a) A partnership is bound by and may enforce the partnership agreement, whether or not the partnership has itself manifested assent to the partnership agreement.
(b) A person that is admitted as a partner of a partnership becomes a party to and assents to the partnership agreement except as provided in Section 10A-8A-5.02(g).
(c) Two or more persons intending to be the initial partners of a partnership may make an agreement providing that upon the formation of the partnership, the agreement will become the partnership agreement.
(Act 2018-125, §7.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 1 - General Provisions. › Section 10A-8A-1.10 - Partnership Agreement; Effect on Third Parties and Relationship to Writings Effective on Behalf of Partnership.

Section 10A-8A-1.10
Partnership agreement; Effect on third parties and relationship to writings effective on behalf of partnership.
(a) If a partnership agreement provides for the manner in which it may be amended, including by requiring the approval of a person who is not a party to the partnership agreement or the satisfaction of conditions, it may be amended only in that manner or as otherwise permitted by law, except that the approval of any person may be waived by that person and any conditions may be waived by all persons for whose benefit those conditions were intended.
(b) A partnership agreement may provide rights to any person, including a person who is not a party to the partnership agreement, to the extent set forth in the partnership agreement.
(c) The obligations of a partnership and its partners to a person in the person's capacity as a transferee or dissociated partner are governed by the partnership agreement. A transferee and a dissociated partner are bound by the partnership agreement.
(d) If a writing that has been delivered by a partnership for filing in accordance with Chapter 1 and has become effective conflicts with a provision of the partnership agreement:
(1) the partnership agreement prevails as to partners, dissociated partners, and transferees; and
(2) the writing prevails as to other persons to the extent they reasonably rely on the writing.
(Act 2018-125, §7.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 1 - General Provisions. › Section 10A-8A-1.11 - Required Information.

Section 10A-8A-1.11
Required information.
A partnership shall maintain the following information:
(1) A current list of the full name and last known street and mailing address of each partner, in alphabetical order.
(2) Copies of any filed statement.
(3) Copies of the partnership's federal, state, and local income tax returns and reports, if any, for the three most recent years.
(4) Copies of the then effective partnership agreement and any amendment thereto, in each case to the extent made in a writing.
(5) Copies of any financial statement of the partnership for the three most recent years.
(6) Unless contained in a partnership agreement made in a writing, a writing stating:
(A) the amount of cash, and a description and statement of the agreed value of the other benefits, contributed and agreed to be contributed by each partner;
(B) the times at which, or events on the happening of which, any additional contributions agreed to be made by each partner are to be made; and
(C) any events upon the happening of which the partnership is to be dissolved and its business or not for profit activity wound up.
(Act 2018-125, §7.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 1 - General Provisions. › Section 10A-8A-1.12 - Transactions of Partner With Partnership.

Section 10A-8A-1.12
Transactions of partner with partnership.
A partner may lend money to and transact other business or not for profit activity with the partnership and has the same rights and obligations with respect to the loan or other transaction as a person that is not a partner.
(Act 2018-125, §7.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 1 - General Provisions. › Section 10A-8A-1.13 - Consent and Proxies of Partners.

Section 10A-8A-1.13
Consent and proxies of partners.
Action requiring the consent of partners under this chapter may be taken without a meeting, and a partner may appoint a proxy to consent or otherwise act for the partner by signing a writing of appointment, either personally or by the partner's attorney in fact.
(Act 2018-125, §7.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 2 - Formation of Partnership; Property. › Section 10A-8A-2.01 - Formation of Partnership.

Section 10A-8A-2.01
Formation of partnership.
(a) Except as otherwise provided in subsection (b), the association of two or more persons:
(1) to carry on as co-owners a business for profit forms a partnership, whether or not the persons intend to form a partnership; or
(2) to carry on any not for profit activity, forms a partnership when (A) the persons intend to form a partnership and (B) the persons deliver to the Secretary of State for filing a statement of not for profit partnership in accordance with Section 10A-8A-2.02(b) setting forth their intention to form a partnership to carry on a not for profit activity.
(b) An association formed under a statute other than this chapter, a predecessor statute, or a comparable statute of another jurisdiction is not a partnership under this chapter.
(c) In determining whether a partnership is formed under Section 10A-8A-2.01(a)(1), the following rules apply:
(1) Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common property, or part ownership does not by itself establish a partnership, even if the co-owners share profits made by the use of the property.
(2) The sharing of gross returns does not by itself establish a partnership, even if the persons sharing them have a joint or common right or interest in property from which the returns are derived.
(3) A person who receives a share of the profits of a business is presumed to be a partner in the business, unless the profits were received in payment:
(i) of a debt by installments or otherwise;
(ii) for services as an independent contractor or of wages or other compensation to an employee;
(iii) of rent;
(iv) of an annuity or other retirement or health benefit to a beneficiary, representative, or designee of a deceased or retired partner;
(v) of interest or other charge on a loan, even if the amount of payment varies with the profits of the business, including a direct or indirect present or future ownership of the collateral, or rights to income, proceeds, or increase in value derived from the collateral; or
(vi) for the sale of the goodwill of a business or other property by installments or otherwise.
(Act 2018-125, §7.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 2 - Formation of Partnership; Property. › Section 10A-8A-2.04 - Partnership Property.

Section 10A-8A-2.04
Partnership property.
Property acquired by a partnership is property of the partnership and not of the partners individually.
(Act 2018-125, §7.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 2 - Formation of Partnership; Property. › Section 10A-8A-2.05 - When Property Is Partnership Property.

Section 10A-8A-2.05
When property is partnership property.
(a) Property is partnership property if acquired in the name of:
(1) the partnership; or
(2) one or more partners with an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership but without an indication of the name of the partnership.
(b) Property is acquired in the name of the partnership by a transfer to:
(1) the partnership in its name; or
(2) one or more partners in their capacity as partners in the partnership, if the name of the partnership is indicated in the instrument transferring title to the property.
(c) Property is presumed to be partnership property if purchased with partnership assets, even if not acquired in the name of the partnership or of one or more partners with an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership.
(d) Property acquired in the name of one or more of the partners, without an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership and without use of partnership assets, is presumed to be separate property, even if used for partnership purposes.
(Act 2018-125, §7.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 3 - Relations of Partners to Persons Dealing With Partnership. › Section 10A-8A-3.01 - Partner Agent of Partnership.

Section 10A-8A-3.01
Partner agent of partnership.
Subject to the effect of a statement of authority under Section 10A-8A-3.03:
(1) Each partner is an agent of the partnership for the purpose of its business or not for profit activity. An act of a partner, including the execution of an instrument in the partnership name, for apparently carrying on in the ordinary course the partnership business or not for profit activity, or business or not for profit activity of the kind carried on by the partnership, binds the partnership, unless the partner had no authority to act for the partnership in the particular matter and the person with whom the partner was dealing knew or had notice that the partner lacked authority.
(2) An act of a partner which is not apparently for carrying on in the ordinary course the partnership business or not for profit activity, or business or not for profit activity of the kind carried on by the partnership, binds the partnership only if the act was authorized by the other partners.
(Act 2018-125, §7.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 3 - Relations of Partners to Persons Dealing With Partnership. › Section 10A-8A-3.02 - Transfer of Partnership Property.

Section 10A-8A-3.02
Transfer of partnership property.
(a) Partnership property may be transferred as follows:
(1) Subject to the effect of a statement of authority under Section 10A-8A-3.03, partnership property held in the name of the partnership may be transferred by an instrument of transfer executed by a partner in the partnership name.
(2) Partnership property held in the name of one or more partners with an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, but without an indication of the name of the partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held.
(3) Partnership property held in the name of one or more persons other than the partnership, without an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held.
(b) A partnership may recover partnership property from a transferee only if it proves that execution of the instrument of initial transfer did not bind the partnership under Section 10A-8A-3.01 and:
(1) as to a subsequent transferee who gave value for property transferred under subsections (a)(1) and (2), proves that the subsequent transferee knew or had received notice that the person who executed the instrument of initial transfer lacked authority to bind the partnership; or
(2) as to a transferee who gave value for property transferred under subsection (a)(3), proves that the transferee knew or had notice that the property was partnership property and that the person who executed the instrument of initial transfer lacked authority to bind the partnership.
(c) A partnership may not recover partnership property from a subsequent transferee if the partnership would not have been entitled to recover the property, under subsection (b), from any earlier transferee of the property.
(Act 2018-125, §7.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 3 - Relations of Partners to Persons Dealing With Partnership. › Section 10A-8A-3.04 - Statement of Denial.

Section 10A-8A-3.04
Statement of denial.
A person named in a filed statement of authority granting that person authority may deliver to the Secretary of State for filing a statement of denial that:
(1) provides the name of the partnership and the caption of the statement of authority to which the statement of denial pertains; and
(2) denies the grant of authority.
A statement of denial is a limitation on authority as provided in Section 10A-8A-3.03.
(Act 2018-125, §7.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 3 - Relations of Partners to Persons Dealing With Partnership. › Section 10A-8A-3.05 - Partnership Liable for Partner's Actionable Conduct.

Section 10A-8A-3.05
Partnership liable for partner's actionable conduct.
(a) A 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 partner acting in the ordinary course of business or not for profit activity of the partnership or with authority of the partnership.
(b) If, in the ordinary course of business or not for profit activity of the partnership's business or not for profit activity, or while acting with authority of the partnership, a partner receives or causes the partnership to receive money or property of a person not a partner, and the money or property is misapplied by a partner, the partnership is liable for the loss.
(Act 2018-125, §7.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 3 - Relations of Partners to Persons Dealing With Partnership. › Section 10A-8A-3.06 - Partner's Liability.

Section 10A-8A-3.06
Partner's liability.
(a) Except as otherwise provided in subsection (b) or subsection (c), all partners are liable jointly and severally for all obligations of the partnership unless otherwise agreed by the claimant or provided by law.
(b) A person admitted as a partner into an existing partnership is not personally liable for any partnership obligation incurred before the person's admission as a partner.
(c) Except as set forth in subsection (b) of Section 10A-8A-10.02, a debt, obligation, or other liability of a partnership incurred while the partnership is a limited liability partnership is solely the debt, obligation, or other liability of the limited liability partnership. Except as set forth in subsection (b) of Section 10A-8A-10.02, a partner in a limited liability partnership is not personally liable or accountable, directly or indirectly, including by way of indemnification, contribution, assessment, or otherwise, for debts, obligations, and liabilities of, or chargeable to, the limited liability partnership, or another partner or partners, whether arising in tort, contract, or otherwise, solely by reason of being such a partner or acting, or omitting to act, in such capacity, which such debts, obligations and liabilities occur, are incurred or are assumed while the partnership is a limited liability partnership. This subsection applies (1) despite anything inconsistent in the partnership agreement that existed immediately before the partnership becomes a limited liability partnership, and (2) regardless of the dissolution of the limited liability partnership.
(d) Subsection (c) of this section shall not affect the liability of a limited liability partnership to the extent of partnership assets for partnership debts, obligations and liabilities.
(e) A partner in a limited liability partnership is not a necessary or proper party to a proceeding by or against a limited liability partnership, the object of which is to recover any debts, obligations, or liabilities of, or chargeable to, the limited liability partnership, unless the partner is personally liable therefor under subsection (b) of Section 10A-8A-10.02.
(Act 2018-125, §7.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 3 - Relations of Partners to Persons Dealing With Partnership. › Section 10A-8A-3.07 - Actions by and Against Partnership and Partners.

Section 10A-8A-3.07
Actions by and against partnership and partners.
(a) A partnership may sue and be sued in the name of the partnership.
(b) An action may be brought against the partnership and, except as provided in Section 10A-8A-3.06, against any or all of the partners in the same action or in separate actions.
(c) A judgment against a partnership is not by itself a judgment against a partner. A judgment against a partnership may not be satisfied from a partner's assets unless there is also a judgment against the partner.
(d) A judgment creditor of a partner may not levy execution against the assets of the partner to satisfy a judgment based on a claim against the partnership unless the claim is for a debt, obligation, or liability for which the partner is personally liable as provided in Section 10A-8A-3.06 and either:
(1) a judgment based on the same claim has been obtained against the partnership and a writ of execution on the judgment has been returned unsatisfied in whole or in part;
(2) the partnership is a debtor in bankruptcy;
(3) the partner has agreed that the creditor need not exhaust partnership assets;
(4) a court grants permission to the judgment creditor to levy execution against the assets of a partner based on a finding that partnership assets subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of 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 partner by law or contract independent of the existence of the partnership.
(e) This section applies to any partnership liability or obligation resulting from a representation by a partner or purported partner under Section 10A-8A-3.08.
(Act 2018-125, §7.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 3 - Relations of Partners to Persons Dealing With Partnership. › Section 10A-8A-3.08 - Liability of Purported Partner.

Section 10A-8A-3.08
Liability of purported partner.
Except as provided in Section 10A-8A-3.06:
(a) If a person, by words or conduct, purports to be a partner, or consents to being represented by another as a partner, in a partnership or with one or more persons not partners, the purported partner is liable to a person to whom the representation is made, if that person, relying on the representation, enters into a transaction with the actual or purported partnership. If the representation, either by the purported partner or by a person with the purported partner's consent, is made in a public manner, the purported partner is liable to a person who relies upon the purported partnership even if the purported partner is not aware of being held out as a partner to the claimant. If partnership liability results, the purported partner is liable with respect to that liability as if the purported partner were a partner. If no partnership liability results, the purported partner is liable with respect to that liability jointly and severally with any other person consenting to the representation.
(b) If a person is thus represented to be a partner in an existing partnership, or with one or more persons not partners, the purported partner is an agent of persons consenting to the representation to bind them to the same extent and in the same manner as if the purported partner were a partner, with respect to persons who enter into transactions in reliance upon the representation. If all of the partners of the existing partnership consent to the representation, a partnership act or obligation results. If fewer than all of the partners of the existing partnership consent to the representation, the person acting and the partners consenting to the representation are jointly and severally liable.
(c) A person is not liable as a partner merely because the person is named by another in a statement of authority.
(d) A person does not continue to be liable as a partner merely because of a failure to file a statement of dissociation or to amend a statement of authority to indicate the partner's dissociation from the partnership.
(e) Except as otherwise provided in subsections (a) and (b), persons who are not partners as to each other are not liable as partners to other persons.
(Act 2018-125, §7.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 4 - Relations of Partners to Each Other and to Partnership. › Section 10A-8A-4.01 - Partner's Rights and Duties.

Section 10A-8A-4.01
Partner's rights and duties.
(a) Each partner is deemed to have an account that is:
(1) credited with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, the partner contributes to the partnership and the partner's share of the partnership profits; and
(2) charged with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, distributed by the partnership to the partner and the partner's share of the partnership losses provided that a partner shall not be charged with any share of partnership loss attributable to a debt, obligation, or liability for which the partner is not personally liable under Section 10A-8A-3.06 unless the loss is satisfied out of partnership assets.
(b) Each partner is entitled to an equal share of the partnership profits and, subject to the limitations in subsection (a)(2) of this section, is chargeable with a share of the partnership losses in proportion to the partner's share of the profits.
(c) A partnership shall reimburse a partner for payments made and indemnify a partner for liabilities incurred by the partner in the ordinary course of the business or not for profit activity of the partnership or for the preservation of its business or not for profit activity or property; provided, however, no partner in a limited liability partnership shall be required as a consequence of the indemnification to make any payment on behalf of the limited liability partnership to any other partners to the extent that the payment would be inconsistent with Sections 10A-8A-3.06, 10A-8A-8.06, or 10A-8A-8.07.
(d) A partnership shall reimburse a partner for an advance beyond the amount of capital the partner agreed to contribute.
(e) A payment or advance made by a partner which gives rise to a partnership obligation under subsection (c) or (d) constitutes a loan to the partnership which accrues interest from the date of the payment or advance.
(f) Each partner has equal rights in the management and conduct of the partnership business or not for profit activity.
(g) A partner may use or possess partnership property only on behalf of the partnership.
(h) A partner is not entitled to remuneration for services performed for the partnership, except for reasonable compensation for services rendered in winding up the business or not for profit activity of the partnership.
(i) A difference arising as to a matter in the ordinary course of business or not for profit activity of a partnership may be decided by a majority of the partners. An act outside the ordinary course of business or not for profit activity of a partnership and an amendment to the partnership agreement may be undertaken only with the consent of all of the partners.
(j) This section does not affect the obligations of a partnership to other persons under Section 10A-8A-3.01.
(Act 2018-125, §7.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 4 - Relations of Partners to Each Other and to Partnership. › Section 10A-8A-4.02 - Admission of Partner.

Section 10A-8A-4.02
Admission of partner.
(a) The initial partners of a partnership are admitted as partners upon the formation of the partnership.
(b) After formation, a person is admitted as a partner of the partnership:
(1) as provided in the partnership agreement;
(2) as the result of a transaction effective under Article 9 of this chapter or Article 8 of Chapter 1;
(3) with the consent of all the partners; or
(4) as provided in Section 10A-8A-8.01(6) or 10A-8A-8.01(7).
(c) Each person to be admitted as a partner to a partnership formed under either Section 10A-8A-2.01(a)(1) or 10A-8A-2.01(a)(2) may be admitted as a partner without:
(1) acquiring a transferable interest; or
(2) making or being obligated to make a contribution to the partnership.
(Act 2018-125, §7.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 4 - Relations of Partners to Each Other and to Partnership. › Section 10A-8A-4.03 - Form of Contribution.

Section 10A-8A-4.03
Form of contribution.
A contribution by a partner may be made to a partnership as agreed by the partners.
(Act 2018-125, §7.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 4 - Relations of Partners to Each Other and to Partnership. › Section 10A-8A-4.04 - Liability for Contribution.

Section 10A-8A-4.04
Liability for contribution.
(a) A partner's obligation to make a contribution to a partnership is not excused by the partner's death, disability, or other inability to perform personally.
(b) If a partner does not make a contribution required by an enforceable promise, the partner or the partner's estate is obligated, at the election of the partnership, to contribute money equal to the value of the portion of the contribution that has not been made. The foregoing election shall be in addition to, and not in lieu of, any other rights, including the right to specific performance, that the partnership may have under the partnership agreement or applicable law.
(c) The obligation of a partner to make a contribution to a partnership may be compromised only by consent of all partners. A conditional obligation of a partner to make a contribution to a partnership may not be enforced unless the conditions of the obligation have been satisfied or waived as to or by that partner. Conditional obligations include contributions payable upon a discretionary call of a partnership before the time the call occurs.
(d) A creditor of a limited liability partnership which extends credit or otherwise acts in reliance on an obligation described in subsection (a), without notice of any compromise under this subsection, may enforce the original obligation.
(e) A promise by a partner to make a contribution to a partnership is not enforceable unless set forth in a writing signed by the partner.
(Act 2018-125, §7.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 4 - Relations of Partners to Each Other and to Partnership. › Section 10A-8A-4.05 - Sharing of Distributions Before Dissolution.

Section 10A-8A-4.05
Sharing of distributions before dissolution.
All partners shall share equally in any distributions made by a partnership before its dissolution and winding up.
(Act 2018-125, §7.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 4 - Relations of Partners to Each Other and to Partnership. › Section 10A-8A-4.06 - Interim Distributions.

Section 10A-8A-4.06
Interim distributions.
Subject to Section 10A-8A-7.01, a partner has a right to a distribution before the dissolution and winding up of a partnership as provided in the partnership agreement. A decision to make a distribution before the dissolution and winding up of the partnership is a decision in the ordinary course of the business or not for profit activity of the partnership.
(Act 2018-125, §7.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 4 - Relations of Partners to Each Other and to Partnership. › Section 10A-8A-4.07 - Distribution in Kind.

Section 10A-8A-4.07
Distribution in kind.
A partner does not have a right to demand and receive a distribution from a partnership in any form other than money. Except as otherwise provided in Section 10A-8A-8.07, a partnership may distribute an asset in kind if each partner receives a percentage of the asset in proportion to the partner's share of distributions.
(Act 2018-125, §7.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 4 - Relations of Partners to Each Other and to Partnership. › Section 10A-8A-4.08 - Right to Distribution.

Section 10A-8A-4.08
Right to distribution.
If a partner becomes entitled to receive a distribution, the partner has the status of, and is entitled to all remedies available to, a creditor of the partnership with respect to the distribution. However, the partnership's obligation to make a distribution is subject to offset for any amount owed to the partnership by the partner or dissociated partner on whose account the distribution is made.
(Act 2018-125, §7.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 4 - Relations of Partners to Each Other and to Partnership. › Section 10A-8A-4.09 - Limitations of Distribution and Liability for Improper Distributions.

Section 10A-8A-4.09
Limitations of distribution and liability for improper distributions.
(a) A limited liability partnership shall not make a distribution to a partner to the extent that at the time of the distribution, after giving effect to the distribution, all liabilities of the limited liability partnership, other than liabilities to partners on account of their transferable interests and liabilities for which the recourse of creditors is limited to specific property of the limited liability partnership, exceed the fair value of the assets of the limited liability partnership, except that the fair value of the property that is subject to a liability for which recourse of creditors is limited shall be included in the assets of the limited liability partnership only to the extent that the fair value of the property exceeds that liability.
(b) A partner who consents to a distribution in violation of subsection (a) or the partnership agreement, and who knew at the time of the distribution that the distribution violated subsection (a) or the partnership agreement, shall be liable to the limited liability partnership for the amount of that distribution.
(c) A partner who receives a distribution in violation of subsection (a) or the partnership agreement, and who knew at the time of the distribution that the distribution violated subsection (a) or the partnership agreement, shall be liable to the limited liability partnership for the amount of the distribution received by that partner. A partner who receives a distribution in violation of subsection (a) or the partnership agreement, and who did not know at the time of the distribution that the distribution violated subsection (a) or the partnership agreement, shall not be liable for the amount of the distribution received by that partner.
(d) Except as provided in subsection (e), this section shall not affect any obligation or liability of a partner under other applicable law for the amount of a distribution.
(e) An action under this section or other applicable law is barred if not commenced within two years after the distribution.
(f) For purposes of subsection (a), "distribution" does not include amounts constituting reasonable compensation for present or past services or reasonable payments made in the ordinary course of the limited liability partnership's business or not for profit activity under a bona fide retirement plan or other benefits program.
(g) This section shall not apply to distributions made in accordance with Section 10A-8A-8.09.
(Act 2018-125, §7.)