reglab/statecodes huggingface dataset:
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9A - Alabama Limited Partnership Law. › Article 1 - General Provisions. › Section 10A-9A-1.03 - Knowledge and Notice.

Section 10A-9A-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 notification 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 a notification 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 limited partnership's:
(1) matters included in the certificate of formation under Sections 10A-9A-2.01(a)(1), (a)(2), (a)(3), (a)(4), if applicable, (a)(5), and (a)(6) upon filing;
(2) general partner dissociating as a general partner, 90 days after the effective date of an amendment to the certificate of formation which states that the general partner has dissociated or 90 days after the effective date of a statement of dissociation pertaining to the general partner, whichever occurs first;
(3) dissolution, 90 days after a statement of dissolution under Section 10A-9A-8.02 or Section 10A-9A-8.03 becomes effective;
(4) merger or conversion under Article 10 of this chapter or under Article 8 of Chapter 1, 90 days after the statement of merger or conversion becomes effective; or
(5) reinstatement, 90 days after a certificate of reinstatement under Section 10A-9A-8.11 becomes effective.
(e) A general partner's knowledge, notice, or receipt of a notification of a fact relating to the limited partnership is effective immediately as knowledge of, notice to, or receipt of a notification by the limited partnership, except in the case of a fraud on the limited partnership committed by or with the consent of the general partner. A limited partner's knowledge, notice, or receipt of a notification of a fact relating to the limited partnership is not effective as knowledge of, notice to, or receipt of a notification by the limited partnership solely by reason of the partner's capacity as a limited partner.
(Act 2016-379, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9A - Alabama Limited Partnership Law. › Article 1 - General Provisions. › Section 10A-9A-1.04 - Nature and Purpose.

Section 10A-9A-1.04
Nature and purpose.
(a) A limited partnership is a separate legal entity. A limited partnership's status for tax purposes shall not affect its status as a separate legal entity formed under this chapter. A limited partnership is the same entity regardless of whether its certificate of formation states that the limited partnership is a limited liability limited partnership. A partner has no interest in any specific property of a limited partnership.
(b) A limited partnership may carry on any lawful activity, whether or not for profit, except a banking or insurance business.
(Act 2016-379, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9A - Alabama Limited Partnership Law. › Article 1 - General Provisions. › Section 10A-9A-1.05 - Powers; Indemnification.

Section 10A-9A-1.05
Powers; indemnification.
(a) A limited 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, purposes, or activities and affairs of the limited 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 limited partnership by a breach of the partnership agreement or violation of a duty to the partnership.
(b) 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.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9A - Alabama Limited Partnership Law. › Article 1 - General Provisions. › Section 10A-9A-1.06 - Governing Law.

Section 10A-9A-1.06
Governing law.
(a) The law of this state governs:
(1) the organization and internal affairs of a limited partnership;
(2) the liability of a partner as a partner for the debts, obligations, or other liabilities of a limited partnership; and
(3) the authority of the partners of a limited partnership.
(b) The law of the state or other jurisdiction under which a foreign limited partnership is formed governs:
(1) the organization and internal affairs of a foreign limited partnership;
(2) the liability of a partner as a partner for the debts, obligations, or other liabilities of a foreign limited partnership; and
(3) the authority of the partners of a foreign limited partnership.
(Act 2016-379, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9A - Alabama Limited Partnership Law. › Article 1 - General Provisions. › Section 10A-9A-1.07 - Supplemental Principles of Law; Rate of Interest.

Section 10A-9A-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 limited 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 2016-379, p. 934, §1; Act 2018-125, §6.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9A - Alabama Limited Partnership Law. › Article 1 - General Provisions. › Section 10A-9A-1.09 - Partnership Agreement; Effect on Limited Partnership and Persons Admitted as Partners.

Section 10A-9A-1.09
Partnership agreement; effect on limited partnership and persons admitted as partners.
(a) A limited partnership is bound by and may enforce the partnership agreement, whether or not the limited partnership has itself manifested assent to the partnership agreement.
(b) A person that is admitted as a partner of a limited partnership becomes a party to and assents to the partnership agreement except as provided in Section 10A-9A-7.02(g).
(c) Two or more persons intending to be the initial general partner and the initial limited partner of a limited partnership may make an agreement providing that upon the formation of the limited partnership, the agreement will become the partnership agreement.
(Act 2016-379, p. 934, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9A - Alabama Limited Partnership Law. › Article 1 - General Provisions. › Section 10A-9A-1.10 - Partnership Agreement; Effect on Third Parties and Relationship to Writings Effective on Behalf of Limited Partnership.

Section 10A-9A-1.10
Partnership agreement; effect on third parties and relationship to writings effective on behalf of limited 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 limited 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 limited 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 2016-379, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9A - Alabama Limited Partnership Law. › Article 1 - General Provisions. › Section 10A-9A-1.11 - Required Information.

Section 10A-9A-1.11
Required information.
A limited partnership shall maintain the following information:
(1) A current list of the full name and last known business or residential street and mailing address of each partner, separately identifying the general partners, in alphabetical order, and the limited partners, in alphabetical order.
(2) Copies of the filed certificate of formation and all amendments thereto, together with signed copies of any powers of attorney under which any certificate of formation, amendment, or restatement has been signed.
(3) Copies of any filed statement of conversion or merger.
(4) Copies of the limited partnership's federal, state, and local income tax returns and reports, if any, for the three most recent years.
(5) Copies of the then effective partnership agreement and any amendment thereto.
(6) Copies of any financial statement of the limited partnership for the three most recent years.
(7) Copies of any writing made by the limited partnership during the past three years of any approval or consent given by or taken of any partner pursuant to this chapter or the partnership agreement.
(8) 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;
(C) for any person that is both a general partner and a limited partner, a specification of what transferable interest the person owns in each capacity; and
(D) any events upon the happening of which the limited partnership is to be dissolved and its activities and affairs wound up.
(Act 2016-379, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9A - Alabama Limited Partnership Law. › Article 1 - General Provisions. › Section 10A-9A-1.12 - Transactions of Partner With Partnership.

Section 10A-9A-1.12
Transactions of partner with partnership.
A partner may lend money to and transact other activities or affairs with the limited 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 2016-379, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9A - Alabama Limited Partnership Law. › Article 1 - General Provisions. › Section 10A-9A-1.13 - Dual Capacity.

Section 10A-9A-1.13
Dual capacity.
A person may be both a general partner and a limited partner. A person that is both a general and limited partner has the rights, powers, duties, and obligations provided by this chapter and the partnership agreement in each of those capacities. When the person acts as a general partner, the person is subject to the obligations, duties, and restrictions under this chapter and the partnership agreement for general partners. When the person acts as a limited partner, the person is subject to the obligations, duties, and restrictions under this chapter and the partnership agreement for limited partners.
(Act 2016-379, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9A - Alabama Limited Partnership Law. › Article 1 - General Provisions. › Section 10A-9A-1.14 - Consent and Proxies of Partners.

Section 10A-9A-1.14
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 2016-379, §1.)
2023 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-2.01
Formation of limited partnership; certificate of formation.
(a) In order to form a limited partnership, a person must deliver a certificate of formation for filing to the Secretary of State. Section 10A-1-3.05 shall not apply to this chapter. Instead, 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; Act 2021-299, §5.)
2023 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-2.03
Execution 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.)
2023 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-2.04
Signing 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.)
2023 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-2.05
Liability 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.)
2023 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-3.01
Admission 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.)
2023 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-3.02
No 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.)
2023 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-3.03
No 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.)
2023 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-3.05
Limited 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.)
2023 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-3.06
Person 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.)
2023 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-4.01
Admission 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.)
2023 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-4.02
General 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.)
2023 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-4.03
Limited 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.)
2023 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-4.04
General 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.)
2023 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-4.05
Actions 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.)
2023 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-4.06
Management rights of general partner.
(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) 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, p. 934, §1; Act 2021-299, §5.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9A - Alabama Limited Partnership Law. › Article 4 - General Partners. › Section 10A-9A-4.08 - General Standards of General Partner's Conduct.

Section 10A-9A-4.08
General standards of general partner's conduct.
(a) The duties that a general partner has to the limited partnership and to the other partners include the duty of loyalty and the duty of care as described in subsections (b) and (c).
(b) A general partner's duty of loyalty to the limited partnership and to the other partners includes each of the following:
(1) to account to the limited partnership and to hold as trustee for it any property, profit, or benefit derived by the general partner in the conduct or winding up of the limited partnership's activities and affairs or derived from a use by the general partner of limited partnership property, including the appropriation of a limited partnership opportunity;
(2) to refrain from dealing with the limited partnership in the conduct or winding up of the limited partnership's activities and affairs as or on behalf of a party having an interest adverse to the limited partnership; and
(3) to refrain from competing with the limited partnership in the conduct or winding up of the limited partnership's activities and affairs.
(c) A general partner's duty of care to the limited partnership and to the other partners in the conduct or winding up of the limited partnership's activities and affairs includes refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law.
(d) A general partner shall discharge the duties to the limited partnership and to the other partners under this chapter and under the partnership agreement and exercise any rights consistently with the implied contractual covenant of good faith and fair dealing.
(e) A general partner does not violate a duty or obligation under this chapter or under the partnership agreement merely because the general partner's conduct furthers the general partner's own interest.
(Act 2016-379, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9A - Alabama Limited Partnership Law. › Article 4 - General Partners. › Section 10A-9A-4.09 - Reliance on Reports and Information.

Section 10A-9A-4.09
Reliance on reports and information.
A general partner of a limited partnership shall be fully protected in relying in good faith upon the records of the limited partnership and upon information, opinions, reports, or statements presented by another general partner or agent of the limited partnership, or by any other person as to matters the general partner reasonably believes are within that other person's professional or expert competence, including information, opinions, reports, or statements as to the value and amount of the assets, liabilities, profits, or losses of the limited partnership, or the value and amount of assets or reserves or contracts, agreements, or other undertakings that would be sufficient to pay claims and obligations of the limited partnership, or to make reasonable provision to pay those claims and obligations, or any other facts pertinent to the existence and amount of assets from which distributions to partners or creditors might properly be paid.
(Act 2016-379, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9A - Alabama Limited Partnership Law. › Article 5 - Contributions and Distributions. › Section 10A-9A-5.01 - Form of Contribution.

Section 10A-9A-5.01
Form of contribution.
A contribution by a partner may be made to a limited partnership as agreed by the partners.
(Act 2016-379, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9A - Alabama Limited Partnership Law. › Article 5 - Contributions and Distributions. › Section 10A-9A-5.02 - Liability for Contribution.

Section 10A-9A-5.02
Liability for contribution.
(a) A partner's obligation to make a contribution to a limited 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 limited 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 limited partnership may have under the partnership agreement or applicable law.
(c) The obligation of a partner to make a contribution to a limited partnership may be compromised only by consent of all partners. A conditional obligation of a partner to make a contribution to a limited 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 limited partnership before the time the call occurs.
(d) A creditor of a limited 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 limited partnership is not enforceable unless set forth in a writing signed by the partner.
(Act 2016-379, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9A - Alabama Limited Partnership Law. › Article 5 - Contributions and Distributions. › Section 10A-9A-5.03 - Sharing of Distributions Before Dissolution.

Section 10A-9A-5.03
Sharing of distributions before dissolution.
All partners shall share equally in any distributions made by a limited partnership before its dissolution and winding up.
(Act 2016-379, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9A - Alabama Limited Partnership Law. › Article 5 - Contributions and Distributions. › Section 10A-9A-5.04 - Interim Distributions.

Section 10A-9A-5.04
Interim distributions.
A partner has a right to a distribution before the dissolution and winding up of a limited partnership as provided in the partnership agreement. A decision to make a distribution before the dissolution and winding up of the limited partnership is a decision in the ordinary course of the activities and affairs of the limited partnership.
(Act 2016-379, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9A - Alabama Limited Partnership Law. › Article 5 - Contributions and Distributions. › Section 10A-9A-5.05 - No Distribution on Account of Dissociation.

Section 10A-9A-5.05
No distribution on account of dissociation.
A partner's dissociation does not entitle the dissociated partner to a distribution.
(Act 2016-379, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9A - Alabama Limited Partnership Law. › Article 5 - Contributions and Distributions. › Section 10A-9A-5.06 - Distribution in Kind.

Section 10A-9A-5.06
Distribution in kind.
A partner does not have a right to demand and receive a distribution from a limited partnership in any form other than money. Except as otherwise provided in Section 10A-9A-8.09(c), a limited 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 2016-379, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9A - Alabama Limited Partnership Law. › Article 5 - Contributions and Distributions. › Section 10A-9A-5.07 - Right to Distribution.

Section 10A-9A-5.07
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 limited partnership with respect to the distribution. However, the limited partnership's obligation to make a distribution is subject to offset for any amount owed to the limited partnership by the partner or dissociated partner on whose account the distribution is made.
(Act 2016-379, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9A - Alabama Limited Partnership Law. › Article 5 - Contributions and Distributions. › Section 10A-9A-5.08 - Limitations on Distribution and Liability for Improper Distributions.

Section 10A-9A-5.08
Limitations on distribution and liability for improper distributions.
(a) A limited 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 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 partnership, exceed the fair value of the assets of the limited 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 general 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 partnership for the amount of that distribution.
(c) A limited 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 partnership for the amount of the distribution received by that partner. A limited 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 partnership's activities and affairs under a bona fide retirement plan or other benefits program.
(g) This section shall not apply to distributions made in accordance with Section 10A-9A-8.09.
(Act 2016-379, §1.)