reglab/statecodes huggingface dataset:
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9A - Alabama Limited Partnership Law. › Article 6 - Dissociation. › Section 10A-9A-6.02 - Effect of Dissociation as Limited Partner.

Section 10A-9A-6.02
Effect of dissociation as limited partner.
(a) Upon a person's dissociation as a limited partner:
(1) subject to Section 10A-9A-7.04, the person does not have further rights as a limited partner;
(2) the person's implied contractual covenant of good faith and fair dealing as a limited partner under Section 10A-9A-3.05(b) continues only as to matters arising and events occurring before the dissociation; and
(3) subject to Section 10A-9A-7.04, and Article 10 of this chapter and Article 8 of Chapter 1, any transferable interest owned by the person in the person's capacity as a limited partner immediately before dissociation is owned by the person immediately after dissociation as a mere transferee.
(b) A person's dissociation as a limited partner does not of itself discharge the person from any duty, debt, obligation, or liability to the limited partnership or the other partners that the person incurred while 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 6 - Dissociation. › Section 10A-9A-6.04 - Person's Power to Dissociate as General Partner; Wrongful Dissociation.

Section 10A-9A-6.04
Person's power to dissociate as general partner; wrongful dissociation.
(a) A person has the power to dissociate as a general partner at any time, rightfully or wrongfully, by express will pursuant to Section 10A-9A-6.03(1).
(b) A person's dissociation as a general partner is wrongful only if:
(1) it is in breach of an express provision of the limited partnership; or
(2) it occurs before the completion of the winding up of the limited partnership, and:
(A) the person dissociates as a general partner by express will;
(B) the person is expelled as a general partner by judicial order under Section 10A-9A-6.03(5);
(C) the person is dissociated as a general partner by becoming a debtor in bankruptcy; or
(D) in the case of a person that is not an individual, trust other than a business trust, or estate, the person is expelled or otherwise dissociated as a general partner because it willfully dissolved or terminated.
(c) A person that wrongfully dissociates as a general partner is liable to the limited partnership and, subject to Section 10A-9A-9.01, to the other partners for damages caused by the dissociation. The liability is in addition to any other obligation of the general partner to the limited partnership or to 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 6 - Dissociation. › Section 10A-9A-6.05 - Effect of Dissociation as General Partner.

Section 10A-9A-6.05
Effect of dissociation as general partner.
(a) Upon a person's dissociation as a general partner:
(1) the person's right to participate as a general partner in the management and conduct of the partnership's activities and affairs terminates;
(2) the person's duty to refrain from competing with the limited partnership in the conduct or winding up of the limited partnership's activities and affairs terminates;
(3) the person's following duties continue only with regard to matters arising and events occurring before the person's dissociation as a general partner:
(A) the duty to account to the limited partnership and hold as trustee for it any property, profit, or benefit derived by the general partner in the conduct and 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;
(B) the duty 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
(C) the duty of care under Section 10A-9A-4.08;
(4) the person may sign and deliver for filing in accordance with Article 4 of Chapter 1, a statement of dissociation pertaining to the person and, at the request of the limited partnership, if the limited partnership has not filed a statement of dissolution, shall sign an amendment to the certificate of formation which states that the person has dissociated; and
(5) subject to Section 10A-9A-7.04, Article 10 of this chapter and Article 8 of Chapter 1, any transferable interest owned by the person immediately before dissociation in the person's capacity as a general partner is owned immediately after dissociation by the person as a mere transferee.
(b) A person's dissociation as a general partner does not of itself discharge the person from any duty, debt, obligation, or liability to the limited partnership or the other partners which the person incurred while a general partner.
(Act 2016-379, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9A - Alabama Limited Partnership Law. › Article 6 - Dissociation. › Section 10A-9A-6.06 - Power to Bind and Liability to Limited Partnership Before Dissolution of Partnership of Person Dissociated as General Partner.

Section 10A-9A-6.06
Power to bind and liability to limited partnership before dissolution of partnership of person dissociated as general partner.
(a) After a person is dissociated as a general partner and before the limited partnership is dissolved, converted under Article 10 of this chapter or under Article 8 of Chapter 1, or merged out of existence under Article 10 of this chapter or Article 8 of Chapter 1, the limited partnership is bound by an act of the person only if:
(1) the act would have bound the limited partnership under Section 10A-9A-4.02 before the dissociation; and
(2) at the time the other party enters into the transaction the other party does not have notice of the dissociation and reasonably believes that the person is a general partner.
(b) If a limited partnership is bound under subsection (a), the person dissociated as a general partner which caused the limited partnership to be bound is liable:
(1) to the limited partnership for any damage caused to the limited partnership arising from the obligation incurred under subsection (a); and
(2) if a general partner or another person dissociated as a general partner is liable for the obligation, to the general partner or other person for any damage caused to the general partner or other person arising from the liability.
(Act 2016-379, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9A - Alabama Limited Partnership Law. › Article 6 - Dissociation. › Section 10A-9A-6.07 - Liability to Other Persons of Person Dissociated as General Partner.

Section 10A-9A-6.07
Liability to other persons of person dissociated as general partner.
(a) A person's dissociation as a general partner does not of itself discharge the person's liability as a general partner for a debt, obligation, or liability of the limited partnership incurred before dissociation. Except as otherwise provided in subsections (b) and (c), the person is not liable for a limited partnership's debts, obligations, or liabilities incurred after dissociation.
(b) A person whose dissociation as a general partner resulted in a dissolution and winding up of the limited partnership's activities and affairs is liable to the same extent as a general partner under Section 10A-9A-4.04 on an obligation incurred by the limited partnership under Section 10A-9A-8.04.
(c) A person that has dissociated as a general partner but whose dissociation did not result in a dissolution and winding up of the limited partnership's activities and affairs is liable on a transaction entered into by the limited partnership after the dissociation only if:
(1) a general partner would be liable on the transaction; and
(2) at the time the other party enters into the transaction the other party does not have notice of the dissociation and reasonably believes that the person is a general partner.
(d) By agreement with a creditor of a limited partnership and the limited partnership, a person dissociated as a general partner may be released from liability for an obligation of the limited partnership.
(e) A person dissociated as a general partner is released from liability for a debt, obligation, or liability of the limited partnership if the limited partnership's creditor, with notice of the person's dissociation as a general partner but without the person's consent, agrees to a material alteration in the nature or time of payment of the debt, obligation, or liability.
(Act 2016-379, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9A - Alabama Limited Partnership Law. › Article 7 - Transferable Interests and Rights of Transferees and Creditors. › Section 10A-9A-7.01 - Transferable Interest.

Section 10A-9A-7.01
Transferable interest.
The only interest of a partner which is transferable is the partner's transferable interest. A transferable interest is personal property.
(Act 2016-379, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9A - Alabama Limited Partnership Law. › Article 7 - Transferable Interests and Rights of Transferees and Creditors. › Section 10A-9A-7.02 - Transfer of Partner's Transferable Interest.

Section 10A-9A-7.02
Transfer of partner's transferable interest.
(a) A transfer, in whole or in part, of a partner's transferable interest:
(1) is permissible;
(2) does not by itself cause the partner's dissociation;
(3) does not by itself cause a dissolution and winding up of the limited partnership; and
(4) subject to Section 10A-9A-7.04, does not entitle the transferee to:
(A) participate in the management or conduct of the limited partnership's activities and affairs; or
(B) except as otherwise provided in subsection (d), have access to required information, records, or other information concerning the partnership's activities and affairs.
(b) A transferee has the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled.
(c) A transferable interest may be evidenced by a certificate of transferable interest issued by the limited partnership. A partnership agreement may provide for the transfer of the transferable interest represented by the certificate and make other provisions with respect to the certificate. No certificate of transferable interest shall be issued in bearer form.
(d) In a dissolution and winding up, a transferee is entitled to an account of the limited partnership's transactions only from the date of dissolution.
(e) Except as otherwise provided in Sections 10A-9A-6.01(b)(3), 10A-9A-6.01(b)(10), 10A-9A-6.01(b)(11), 10A-9A-6.03(4)(B), 10A-9A-6.03(11), and 10A-9A-6.03(12) when a partner transfers a transferable interest, the transferor retains the rights of a partner other than the right to distributions transferred and retains all duties and obligations of a partner.
(f) A limited partnership need not give effect to a transferee's rights under this section until the limited partnership has notice of the transfer.
(g) When a partner transfers a transferable interest to a person that is admitted as a partner with respect to the transferred interest, the transferee is liable for the partner's obligations under Sections 10A-9A-5.02 and 10A-9A-5.08 to the extent that the obligations are known to the transferee when the transferee voluntarily accepts admission as 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 7 - Transferable Interests and Rights of Transferees and Creditors. › Section 10A-9A-7.04 - Power of Personal Representative of Deceased Partner.

Section 10A-9A-7.04
Power of personal representative of deceased partner.
If a partner dies, the deceased partner's personal representative or other legal representative may:
(a) for the period of time that the deceased partner's personal representative or other legal representative holds the deceased partner's transferable interest:
(1) exercise the rights of a holder of transferable interests under this chapter;
(2) exercise the rights of a transferee under Section 10A-9A-7.02; and
(3) for purposes of settling the estate, exercise the rights of a current limited partner under Section 10A-9A-3.04; and
(b) for the period of time that the deceased partner's personal representative or other legal representative does not hold the deceased partner's transferable interest, for purposes of settling the estate, exercise the rights of a person dissociated as a limited partner under Section 10A-9A-3.04.
(Act 2016-379, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9A - Alabama Limited Partnership Law. › Article 8 - Dissolution and Winding Up. › Section 10A-9A-8.01 - Events of Dissolution.

Section 10A-9A-8.01
Events of dissolution.
A limited partnership is dissolved and its activities and affairs shall be wound up upon the occurrence of the first of the following events:
(a) An event or circumstance that the partnership agreement states causes dissolution.
(b) Consent of all partners to dissolve.
(c) When there is no remaining general partner, unless either of the following applies:
(1) All of the limited partners agree in writing, within 90 days after the dissociation of the last general partner, to continue the activities and affairs of the limited partnership and to admit one or more new general partners.
(2) The activities and affairs of the limited partnership are continued and one or more new general partners are admitted in the manner stated in the partnership agreement.
(d) When there is no remaining limited partner, unless either of the following applies:
(1) All of the general partners agree in writing, within 90 days after the dissociation of the last limited partner, to continue the activities and affairs of the limited partnership and to admit one or more new limited partners.
(2) The activities and affairs of the limited partnership are continued and one or more new limited partners are admitted in the manner stated in the partnership agreement.
(e) When there are no remaining partners, unless either of the following applies:
(1) The holders of all of the transferable interests in the limited partnership agree in writing, within 90 days after the dissociation of the last general partner, to continue the activities and affairs of the limited partnership and to admit one or more new general partners and one or more new limited partners.
(2) The activities and affairs of the limited partnership are continued and one or more new general partners and one or more new limited partners are admitted in the manner stated in the partnership agreement.
(f) On application by a partner, the entry of an order dissolving the limited partnership on the grounds that it is not reasonably practicable to carry on the limited partnership's activities and affairs in conformity with the partnership agreement, which order is entered by 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 by the circuit court for the county in which the limited partnership's most recent registered office is located.
(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 8 - Dissolution and Winding Up. › Section 10A-9A-8.02 - Effect of Dissolution.

Section 10A-9A-8.02
Effect of dissolution.
(a) A dissolved limited partnership continues its existence as a limited partnership but may not carry on any activities and affairs except as is appropriate to wind up and liquidate its activities and affairs, including:
(1) collecting its assets;
(2) disposing of its properties that will not be distributed in kind to persons owning transferable interests;
(3) discharging or making provisions for discharging its liabilities;
(4) distributing its remaining property in accordance with Section 10A-9A-8.09; and
(5) doing every other act necessary to wind up and liquidate its activities and affairs.
(b) In winding up its activities and affairs, a limited partnership may:
(1) deliver for filing a statement of dissolution to the Secretary of State setting forth:
(A) The name of the limited partnership;
(B) The unique identifying number or other designation as assigned by the Secretary of State;
(C) That the limited partnership has dissolved;
(D) The name and street mailing address of the general partner who will be winding up the affairs of the limited partnership pursuant to Section 10A-9A-8.03(a), and if none, the name and street address of the person appointed pursuant to Section 10A-9A-8.03(b) or (c) to wind up the activities and affairs of the limited partnership; and
(E) Any other information the limited partnership deems appropriate;
(2) preserve the limited partnership's activities and affairs and property as a going concern for a reasonable time;
(3) prosecute, defend, or settle actions or proceedings, whether civil, criminal, or administrative;
(4) transfer the limited partnership's assets;
(5) resolve disputes by mediation or arbitration; and
(6) merge or convert in accordance with Article 10 of this chapter or Article 8 of Chapter 1.
(c) The dissolution of a limited partnership does not:
(1) transfer title to the limited partnership's property;
(2) prevent the commencement of a proceeding by or against the limited partnership in its limited partnership name;
(3) terminate, abate, or suspend a proceeding pending by or against the limited partnership on the effective date of dissolution;
(4) terminate the authority of its registered agent; or
(5) abate, suspend, or otherwise alter the application of Sections 10A-9A-3.03 and 10A-9A-4.04(b) and (c).
(d) A statement of dissolution shall be deemed to be a filing instrument under Chapter 1.
(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 8 - Dissolution and Winding Up. › Section 10A-9A-8.04 - Power of General Partner and Person Dissociated as General Partner to Bind Partnership After Dissolution.

Section 10A-9A-8.04
Power of general partner and person dissociated as general partner to bind partnership after dissolution.
(a) A limited partnership is bound by a general partner's act after dissolution which:
(1) is appropriate for winding up the limited partnership's activities and affairs; or
(2) would have bound the limited partnership under Section 10A-9A-4.02 before dissolution, if, at the time the other party enters into the transaction, the other party does not have notice of the dissolution.
(b) A person dissociated as a general partner binds a limited partnership through an act occurring after dissolution only if:
(1) at the time the other party enters into the transaction the other party does not have notice of the dissociation and reasonably believes that the person is a general partner; and
(2) the act:
(A) is appropriate for winding up the limited partnership's activities and affairs; or
(B) would have bound the limited partnership under Section 10A-9A-4.02 before dissolution and at the time the other party enters into the transaction the other party does not have notice of the dissolution.
(Act 2016-379, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9A - Alabama Limited Partnership Law. › Article 8 - Dissolution and Winding Up. › Section 10A-9A-8.05 - Liability After Dissolution of General Partner and Person Dissociated as General Partner to Limited Partnership, Other General Partners, and Persons Dissociated as General Partner.

Section 10A-9A-8.05
Liability after dissolution of general partner and person dissociated as general partner to limited partnership, other general partners, and persons dissociated as general partner.
(a) If a general partner having knowledge of the dissolution causes a limited partnership to incur an obligation under Section 10A-9A-8.04(a) by an act that is not appropriate for winding up the partnership's activities and affairs, the general partner is liable:
(1) to the limited partnership for any damage caused to the limited partnership arising from the obligation; and
(2) if another general partner or a person dissociated as a general partner is liable for the obligation, to that other general partner or person for any damage caused to that other general partner or person arising from the liability.
(b) If a person dissociated as a general partner causes a limited partnership to incur an obligation under Section 10A-9A-8.04(b), the person is liable:
(1) to the limited partnership for any damage caused to the limited partnership arising from the obligation; and
(2) if a general partner or another person dissociated as a general partner is liable for the obligation, to the general partner or other person for any damage caused to the general partner or other person arising from the liability.
(Act 2016-379, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9A - Alabama Limited Partnership Law. › Article 8 - Dissolution and Winding Up. › Section 10A-9A-8.06 - Known Claims Against Dissolved Limited Partnership.

Section 10A-9A-8.06
Known claims against dissolved limited partnership.
(a) A dissolved limited partnership may dispose of any known claims against it by following the procedures described in subsection (b) at any time after the effective date of the dissolution of the limited partnership.
(b) A dissolved limited partnership may give notice of the dissolution in a record to the holder of any known claim. The notice must:
(1) identify the dissolved limited partnership;
(2) describe the information required to be included in a claim;
(3) provide a mailing address to which the claim is to be sent;
(4) state the deadline, which may not be fewer than 120 days from the effective date of the notice, by which the dissolved partnership must receive the claim;
(5) state that if not sooner barred, the claim will be barred if not received by the deadline; and
(6) unless the limited partnership has been throughout its existence a limited liability limited partnership, state that the barring of a claim against the limited partnership will also bar any corresponding claim against any general partner or person dissociated as a general partner which is based on Section 10A-9A-4.04.
(c) Unless sooner barred by any other statute limiting actions, a claim against a dissolved limited partnership is barred:
(1) if a claimant who was given notice under subsection (b) does not deliver the claim to the dissolved limited partnership by the deadline; or
(2) if a claimant whose claim was rejected by the dissolved limited partnership, does not commence a proceeding to enforce the claim within 90 days from the effective date of the rejection notice.
(d) For purposes of this section, "known claim" or "claim" includes unliquidated claims, but does not include a contingent liability that has not matured so that there is no immediate right to bring suit or a claim based on an event occurring after the effective date of dissolution.
(e) Nothing in this section shall be deemed to extend any otherwise applicable statute of limitations.
(Act 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 8 - Dissolution and Winding Up. › Section 10A-9A-8.08 - Liability of General Partner and Person Dissociated as General Partner When Claim Against Limited Partnership Barred.

Section 10A-9A-8.08
Liability of general partner and person dissociated as general partner when claim against limited partnership barred.
If a claim against a dissolved limited partnership is barred under Section 10A-9A-8.06 or 10A-9A-8.07, any corresponding claim under Section 10A-9A-4.04 or 10A-9A-6.07 is also barred.
(Act 2016-379, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9A - Alabama Limited Partnership Law. › Article 8 - Dissolution and Winding Up. › Section 10A-9A-8.10 - Reinstatement After Dissolution.

Section 10A-9A-8.10
Reinstatement after dissolution.
A limited partnership that has been dissolved may be reinstated upon compliance with the following conditions:
(a) the consent shall have been obtained from the partners or other persons entitled to consent at the time that is:
(1) required for reinstatement under the partnership agreement; or
(2) if the partnership agreement does not state the consent required for reinstatement, sufficient for dissolution under the partnership agreement; or
(3) if the partnership agreement neither states the consent required for reinstatement nor for dissolution, sufficient for dissolution under this chapter;
(b) in the case of a written objection to reinstatement having been delivered to the limited partnership before or at the time of the consent required by subsection (a) by the partners or other persons having authority under the partnership agreement to bring about or prevent dissolution of the limited partnership, those partners or persons withdrawing that written objection effective at the time of the consent required by subsection (a);
(c) in the case of a limited partnership dissolved in a judicial proceeding initiated by one or more of the partners, the consent of each of those partners shall have been obtained and shall be included in the consent required by subsection (a); and
(d) the filing of a certificate of reinstatement in accordance with Section 10A-9A-8.11.
(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 8 - Dissolution and Winding Up. › Section 10A-9A-8.11 - Certificate of Reinstatement.

Section 10A-9A-8.11
Certificate of reinstatement.
(a) In order to reinstate a limited partnership under this article, a certificate of reinstatement shall be delivered for filing to the Secretary of State which certificate of reinstatement shall have attached thereto a true and complete copy of the limited partnership's certificate of formation. The certificate of reinstatement shall state:
(1) the name of the limited partnership before reinstatement;
(2) the name of the limited partnership following reinstatement, which limited partnership name shall comply with Section 10A-9A-8.12;
(3) the date of formation of the limited partnership;
(4) the date of dissolution of the limited partnership, if known;
(5) a statement that all applicable conditions of Section 10A-9A-8.10 have been satisfied;
(6) the address of the registered office and the name of the registered agent at that address in compliance with Article 5 of Chapter 1; and
(7) the unique identifying number or other designation as assigned by the Secretary of State.
(b) A limited partnership shall not be required to file a statement of dissolution in order to file a certificate of reinstatement.
(c) A certificate of reinstatement shall be deemed to be a filing instrument under Chapter 1.
(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 8 - Dissolution and Winding Up. › Section 10A-9A-8.12 - Limited Partnership Name Upon Reinstatement.

Section 10A-9A-8.12
Limited partnership name upon reinstatement.
The name of a limited partnership following reinstatement shall be determined as follows:
(a) If the limited partnership remains in the Secretary of State's records as a limited partnership which has not been dissolved, then the name of the limited partnership following reinstatement shall be that limited partnership name at the time of reinstatement.
(b) If the limited partnership is listed in the Secretary of State's records as a limited partnership that has been dissolved, then the name of a limited partnership following reinstatement shall be that limited partnership name at the time of reinstatement if that limited partnership name complies with Article 5 of Chapter 1 at the time of reinstatement. If that limited partnership name does not comply with Article 5 of Chapter 1, the name of the limited partnership following reinstatement shall be that limited partnership name followed by the word "reinstated."
(c) A limited partnership shall not be required to file a statement of dissolution in order to retain or obtain the name 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 8 - Dissolution and Winding Up. › Section 10A-9A-8.13 - Effect of Reinstatement.

Section 10A-9A-8.13
Effect of reinstatement.
(a) Subject to subsection (b), upon reinstatement, the limited partnership shall be deemed for all purposes to have continued its activities and affairs as if dissolution had never occurred; and each right inuring to, and each debt, obligation, and liability incurred by, the limited partnership after the dissolution shall be determined as if the dissolution had never occurred.
(b) The rights of persons acting in reliance on the dissolution before those persons had notice of the reinstatement shall not be adversely affected by the reinstatement.
(Act 2016-379, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9A - Alabama Limited Partnership Law. › Article 9 - Actions by Partners. › Section 10A-9A-9.01 - Direct Action by Partner.

Section 10A-9A-9.01
Direct action by partner.
(a) Subject to subsection (b), a partner may maintain a direct action against another partner or partners or the limited partnership, with or without an accounting as to the partnership's activities and affairs, to enforce the partner's rights and otherwise protect the partner's interests, including rights and interests under the partnership agreement or this chapter or arising independently of the partnership relationship.
(b) A partner maintaining a direct action under subsection (a) must plead and prove an actual or threatened injury that is not solely the result of an injury suffered or threatened to be suffered by the limited partnership.
(c) A partner may maintain a direct action to enforce a right of a limited partnership if all partners at the time of suit are parties to the action.
(d) The accrual of, and any time limitation on, a right of action for a remedy under this section is governed by other law.
(e) A right to an accounting upon a dissolution and winding up does not revive a claim barred by law.
(Act 2016-379, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9A - Alabama Limited Partnership Law. › Article 9 - Actions by Partners. › Section 10A-9A-9.02 - Right of Derivative Action.

Section 10A-9A-9.02
Right of derivative action.
A partner may commence or maintain a derivative action in the right of a limited partnership to enforce a right of the limited partnership by complying with this article.
(Act 2016-379, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9A - Alabama Limited Partnership Law. › Article 9 - Actions by Partners. › Section 10A-9A-9.03 - Standing.

Section 10A-9A-9.03
Standing.
A partner may commence or maintain a derivative action in the right of the limited partnership only if the partner:
(1) fairly and adequately represents the interests of the limited partnership in enforcing the right of the limited partnership; and
(2) either:
(A) was a partner of the limited partnership at the time of the act or omission of which the partner complains; or
(B) whose status as a partner devolved upon the person by operation of law or pursuant to the terms of the partnership agreement from a person who was a partner at the time of the act or omission of which the partner complains.
(Act 2016-379, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9A - Alabama Limited Partnership Law. › Article 9 - Actions by Partners. › Section 10A-9A-9.04 - Demand.

Section 10A-9A-9.04
Demand.
A partner may commence a derivative action in the right of the limited partnership, if:
(a) the partner first makes a written demand upon general partners requesting that they cause the limited partnership to bring an action to enforce the right and the general partners do not bring the action within a reasonable time; or
(b) a demand under subsection (a) would be futile.
(Act 2016-379, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9A - Alabama Limited Partnership Law. › Article 9 - Actions by Partners. › Section 10A-9A-9.05 - Pleading.

Section 10A-9A-9.05
Pleading.
In a derivative action, the complaint must state with particularity:
(a) the date and content of plaintiff's demand and the general partner's response by the limited partnership to the demand; or
(b) why the demand should be excused as futile.
(Act 2016-379, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9A - Alabama Limited Partnership Law. › Article 9 - Actions by Partners. › Section 10A-9A-9.06 - Stay of Proceedings.

Section 10A-9A-9.06
Stay of proceedings.
For the purpose of allowing the general partners and the limited partnership time to undertake an inquiry into the allegations made in the demand or complaint commenced pursuant to this article, the court may stay any derivative action for the period the court deems appropriate.
(Act 2016-379, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9A - Alabama Limited Partnership Law. › Article 9 - Actions by Partners. › Section 10A-9A-9.07 - Discontinuance or Settlement.

Section 10A-9A-9.07
Discontinuance or settlement.
A derivative action may not be dismissed or compromised without the approval of the court, and notice of the proposed dismissal or compromise shall be given to partners of the limited partnership in such manner as the court directs.
(Act 2016-379, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9A - Alabama Limited Partnership Law. › Article 9 - Actions by Partners. › Section 10A-9A-9.08 - Proceeds and Expenses.

Section 10A-9A-9.08
Proceeds and expenses.
(a) Except as otherwise provided in subsection (b):
(1) any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, belong to the limited partnership and not to the derivative plaintiff; and
(2) if the derivative plaintiff receives any proceeds, the derivative plaintiff shall immediately remit them to the limited partnership.
(b) If a derivative action is successful in whole or in part, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees, from the recovery 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 9 - Actions by Partners. › Section 10A-9A-9.09 - Applicability to Foreign Limited Partnerships.

Section 10A-9A-9.09
Applicability to foreign limited partnerships.
In any derivative action in the right of a foreign limited partnership, the right of a person to commence or maintain a derivative action in the right of a foreign limited partnership, and any matters raised in the action covered by Sections 10A-9A-9.02 through 10A-9A-9.08, shall be governed by the law of the jurisdiction under which the foreign limited partnership was formed; except that any matters raised in the action covered by Sections 10A-9A-9.06, 10A-9A-9.07, and 10A-9A-9.08 shall be governed by the law of this state.
(Act 2016-379, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9A - Alabama Limited Partnership Law. › Article 10 - Conversions and Mergers. › Section 10A-9A-10.02 - Conversion.

Section 10A-9A-10.02
Conversion.
(a) An organization other than a limited partnership may convert to a limited partnership, and a limited partnership may convert to an organization other than a limited partnership pursuant to this section, Sections 10A-9A-10.03 through 10A-9A-10.05, and a plan of conversion, if:
(1) the governing statute of the organization that is not a limited partnership authorizes the conversion;
(2) the law of the jurisdiction governing the converting organization and the converted organization does not prohibit the conversion; and
(3) the converting organization and the converted organization each comply with the governing statute and organizational documents applicable to that organization in effecting the conversion.
(b) A plan of conversion must be in writing and must include:
(1) the name, type of organization, and mailing address of the principal office of the converting organization, and its unique identifying number or other designation as assigned by the Secretary of State, if any, before conversion;
(2) the name, type of organization, and mailing address of the principal office of the converted organization after conversion;
(3) the terms and conditions of the conversion, including the manner and basis for converting interests in the converting organization into any combination of money, interests in the converted organization, and other consideration allowed in Section 10A-9A-10.02(c); and
(4) the organizational documents of the converted organization.
(c) In connection with a conversion, rights or securities of or interests in the converting organization may be exchanged for or converted into cash, property, or rights or securities of or interests in the converted organization, or, in addition to or in lieu thereof, may be exchanged for or converted into cash, property, or rights or securities of or interests in another organization or may be cancelled.
(Act 2016-379, p. 934, §1; Act 2019-94, §2.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9A - Alabama Limited Partnership Law. › Article 10 - Conversions and Mergers. › Section 10A-9A-10.03 - Action on Plan of Conversion by Converting Limited Partnership.

Section 10A-9A-10.03
Action on plan of conversion by converting limited partnership.
(a) Subject to Section 10A-9A-10.10, a plan of conversion must be consented to by all the partners of a converting limited partnership.
(b) Subject to Section 10A-9A-10.10 and any contractual rights, after a conversion is approved, and at any time before a filing is made under Section 10A-9A-10.04, a converting limited partnership may amend the plan or abandon the planned conversion:
(1) as provided in the plan; and
(2) except as prohibited by the plan, by the same consent as was required to approve the plan.
(Act 2016-379, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9A - Alabama Limited Partnership Law. › Article 10 - Conversions and Mergers. › Section 10A-9A-10.06 - Merger.

Section 10A-9A-10.06
Merger.
(a) A limited partnership may merge with one or more other constituent organizations pursuant to this section, Sections 10A-9A-10.07 through 10A-9A-10.09, and a plan of merger, if:
(1) the governing statute of each of the other organizations authorizes the merger;
(2) the merger is not prohibited by the law of a jurisdiction that enacted any of those governing statutes; and
(3) each of the other organizations complies with its governing statute in effecting the merger.
(b) A plan of merger must be in writing and must include:
(1) the name, type of organization, and mailing address of the principal office of each constituent organization, the jurisdiction of the governing statute of each constituent organization, and the respective unique identifying numbers or other designations as assigned by the Secretary of State, if any, of each constituent organization;
(2) the name, type of organization, and mailing address of the principal office of the surviving organization, the unique identifying number or other designation as assigned by the Secretary of State, if any, of the surviving organization, the jurisdiction of the governing statute of the surviving organization, and, if the surviving organization is to be created pursuant to the merger, a statement to that effect;
(3) the terms and conditions of the merger, including the manner and basis for converting the interests in each constituent organization into any combination of money, interests in the surviving organization, and other consideration as allowed by subsection (c);
(4) if the surviving organization is to be created pursuant to the merger, the surviving organization's organizational documents; and
(5) if the surviving organization is not to be created pursuant to the merger, any amendments to be made by the merger to the surviving organization's organizational documents.
(c) In connection with a merger, rights or securities of or interests in a constituent organization may be exchanged for or converted into cash, property, or rights or securities of or interests in the surviving organization, or, in addition to or in lieu thereof, may be exchanged for or converted into cash, property, or rights or securities of or interests in another organization or may be cancelled.
(Act 2016-379, p. 934, §1; Act 2019-94, §2.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9A - Alabama Limited Partnership Law. › Article 10 - Conversions and Mergers. › Section 10A-9A-10.07 - Action on Plan of Merger by Constituent Limited Partnership.

Section 10A-9A-10.07
Action on plan of merger by constituent limited partnership.
(a) Subject to Section 10A-9A-10.10, a plan of merger must be consented to by all the partners of a constituent limited partnership.
(b) Subject to Section 10A-9A-10.10 and any contractual rights, after a merger is approved, and at any time before a filing is made under Section 10A-9A-10.08, a constituent limited partnership may amend the plan or abandon the merger:
(1) as provided in the plan; and
(2) except as prohibited by the plan, with the same consent as was required to approve the plan.
(Act 2016-379, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9A - Alabama Limited Partnership Law. › Article 10 - Conversions and Mergers. › Section 10A-9A-10.10 - Restrictions on Approval of Mergers, Conversions and on Relinquishing Lllp Status.

Section 10A-9A-10.10
Restrictions on approval of mergers, conversions and on relinquishing LLLP status.
(a) If a partner of a converting or constituent limited partnership will have personal liability with respect to a converted or surviving organization, approval and amendment of a plan of conversion or plan of merger are ineffective without that partner's consent to the plan.
(b) An amendment to a certificate of formation which deletes a statement that the limited partnership is a limited liability limited partnership is ineffective without each general partner's written consent to such amendment.
(c) A partner does not give the consent required by subsection (a) or (b) merely by consenting to a provision of the partnership agreement that permits the partnership agreement to be amended with the consent of fewer than all the partners.
(Act 2016-379, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9A - Alabama Limited Partnership Law. › Article 10 - Conversions and Mergers. › Section 10A-9A-10.12 - Power of General Partners and Persons Dissociated as General Partners to Bind Organization After Conversion or Merger.

Section 10A-9A-10.12
Power of general partners and persons dissociated as general partners to bind organization after conversion or merger.
(a) An act of a person that immediately before a conversion or merger became effective was a general partner in a converting or constituent limited partnership binds the converted or surviving organization after the conversion or merger becomes effective, if:
(1) before the conversion or merger became effective, the act would have bound the converting or constituent limited partnership under Section 10A-9A-4.02; and
(2) at the time the third party enters into the transaction, the third party:
(A) does not have notice of the conversion or merger; and
(B) reasonably believes that the converted or surviving business is the converting or constituent limited partnership and that the person is a general partner in the converting or constituent limited partnership.
(b) An act of a person that before a conversion or merger became effective was dissociated as a general partner from a converting or constituent limited partnership binds the converted or surviving organization after the conversion or merger becomes effective, if:
(1) before the conversion or merger became effective, the act would have bound the converting or constituent limited partnership under Section 10A-9A-4.02 if the person had been a general partner; and
(2) at the time the third party enters into the transaction, the third party:
(A) does not have notice of the dissociation;
(B) does not have notice of the conversion or merger; and
(C) reasonably believes that the converted or surviving organization is the converting or constituent limited partnership and that the person is a general partner in the converting or constituent limited partnership.
(c) If a person having knowledge of the conversion or merger causes a converted or surviving organization to incur an obligation under subsection (a) or (b), the person is liable:
(1) to the converted or surviving organization for any damage caused to the organization arising from the obligation; and
(2) if another person is liable for the obligation, to that other person for any damage caused to that other person arising from the liability.
(Act 2016-379, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9A - Alabama Limited Partnership Law. › Article 10 - Conversions and Mergers. › Section 10A-9A-10.13 - Article Not Exclusive.

Section 10A-9A-10.13
Article not exclusive.
This article is not exclusive. This article does not preclude an entity from being converted or merged under law other than this chapter.
(Act 2016-379, §1.)