reglab/statecodes huggingface dataset:
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 4 - Relations of Partners to Each Other and to Partnership. › Section 10A-8A-4.11 - General Standards of Partner's Conduct.

Section 10A-8A-4.11
General standards of partner's conduct.
(a) The duties that a partner has to the 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 partner's duty of loyalty to the partnership and to the other partners includes each of the following:
(1) To account to the partnership and to hold as trustee for it any property, profit, or benefit derived by the partner in the conduct or winding up of the partnership's business or not-for-profit activity or derived from a use by the partner of partnership property, including the appropriation of a partnership opportunity.
(2) To refrain from dealing with the partnership in the conduct or winding up of the partnership's business or not-for-profit activity as or on behalf of a party having an interest adverse to the partnership.
(3) To refrain from competing with the partnership in the conduct of the partnership's business or not-for-profit activity before the dissolution of the partnership.
(c) A partner's duty of care to the partnership and to the other partners in the conduct or winding up of the partnership's business or not-for-profit activity includes refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law.
(d) A partner shall discharge the duties to the 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 partner does not violate a duty or obligation under this chapter or under the partnership agreement merely because the partner's conduct furthers the partner's own interest.
(Act 2018-125, §7; Act 2019-304, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 4 - Relations of Partners to Each Other and to Partnership. › Section 10A-8A-4.12 - Reliance on Reports and Information.

Section 10A-8A-4.12
Reliance on reports and information.
A partner of a partnership shall be fully protected in relying in good faith upon the records of the partnership and upon information, opinions, reports, or statements presented by another partner or agent of the partnership, or by any other person as to matters the 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 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 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 2018-125, §7.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 4 - Relations of Partners to Each Other and to Partnership. › Section 10A-8A-4.13 - Actions by Partnership and Partners.

Section 10A-8A-4.13
Actions by partnership and partners.
(a) Except as provided in Sections 10A-8A-3.06, 10A-8A-8.06, or 10A-8A-8.07, a partnership may maintain an action against a partner for a breach of the partnership agreement, or for the violation of a duty to the partnership, causing harm to the partnership.
(b) Except as provided in Sections 10A-8A-3.06, 10A-8A-8.06, or 10A-8A-8.07, a partner may maintain an action against the partnership or another partner for legal or equitable relief, with or without an accounting as to partnership business or not for profit activity, to:
(1) enforce the partner's rights under the partnership agreement;
(2) enforce the partner's rights under this chapter, including:
(i) the partner's rights under Sections 10A-8A-4.01, 10A-8A-4.03, or 10A-8A-4.04;
(ii) the partner's right on dissociation to have the partner's transferable interest in the partnership purchased pursuant to Section 10A-8A-7.01 or enforce any other right under Article 6 or 7; or
(iii) the partner's right to compel a dissolution and winding up of the partnership's business or not for profit activity under Section 10A-8A-8.01 or enforce any other right under Article 8; or
(3) enforce the rights and otherwise protect the interests of the partner, including rights and interests arising independently of the partnership relationship.
(c) The accrual of, and any time limitation on, a right of action for a remedy under this section is governed by other law. A right to an accounting upon a dissolution and winding up does not revive a claim barred by law.
(Act 2018-125, §7.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 4 - Relations of Partners to Each Other and to Partnership. › Section 10A-8A-4.14 - Continuation of Partnership Beyond Definite Term or Particular Undertaking.

Section 10A-8A-4.14
Continuation of partnership beyond definite term or particular undertaking.
(a) If a partnership for a definite term or particular undertaking is continued, without an express agreement, after the expiration of the term or completion of the undertaking, the rights and duties of the partners remain the same as they were at the expiration or completion, so far as is consistent with a partnership at will.
(b) If the partners, or those of them who habitually acted in the business or not for profit activity during the term or undertaking, continue the business or not for profit activity without any settlement or liquidation of the partnership, they are presumed to have agreed that the partnership will continue.
(Act 2018-125, §7.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 5 - Transferees and Creditors of Partners. › Section 10A-8A-5.01 - Partner's Transferable Interest in Partnership.

Section 10A-8A-5.01
Partner's transferable interest in partnership.
The only interest of a partner which is transferable is the partner's transferable interest. A transferable interest is personal property.
(Act 2018-125, §7.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 5 - Transferees and Creditors of Partners. › Section 10A-8A-5.02 - Transfer of Partner's Transferable Interest.

Section 10A-8A-5.02
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 partnership; and
(4) subject to Section 10A-8A-5.05, does not entitle the transferee to:
(A) participate in the management or conduct of the partnership's business or not for profit activity; or
(B) except as otherwise provided in subsection (d), have access to required information, records, or other information concerning the partnership's business or not for profit activity.
(b) A transferee has a right:
(1) to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled;
(2) to receive upon the dissolution and winding up of the partnership, in accordance with the transfer, the net amount otherwise distributable to the transferor; and
(3) to seek under Section 10A-8A-8.01(5) a judicial determination that it is equitable to wind up the partnership business or not for profit activity.
(c) A transferable interest may be evidenced by a certificate of transferable interest issued by the 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 partnership's transactions only from the date of dissolution.
(e) Except as otherwise provided in Sections 10A-8A-6.01(4), 10A-8A-6.01(11), and 10A-8A-6.01(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 partnership need not give effect to a transferee's rights under this section until the 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-8A-4.04 and 10A-8A-4.09 to the extent that the obligations are known to the transferee when the transferee voluntarily accepts admission as a partner.
(Act 2018-125, §7.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 5 - Transferees and Creditors of Partners. › Section 10A-8A-5.04 - Power of Personal Representative of Deceased Partner.

Section 10A-8A-5.04
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-8A-5.02; and
(3) for purposes of settling the estate, exercise the rights of a current partner under Section 10A-8A-4.10; 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 partner under Section 10A-8A-4.10.
(Act 2018-125, §7.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 6 - Partner's Dissociation. › Section 10A-8A-6.02 - Partner's Power to Dissociate; Wrongful Dissociation.

Section 10A-8A-6.02
Partner's power to dissociate; wrongful dissociation.
(a) A person has the power to dissociate as a partner at any time, rightfully or wrongfully, by express will pursuant to Section 10A-8A-6.01(1).
(b) A person's dissociation is wrongful only if:
(1) it is in breach of an express provision of the partnership agreement; or
(2) in the case of a partnership for a definite term or particular undertaking, before the expiration of the term or the completion of the undertaking if any of the following apply:
(A) the person dissociates as a partner by express will, unless the dissociation follows not later than 90 days after another person's dissociation by death or otherwise under Section 10A-8A-6.01(6) through (10) or wrongful dissociation under this subsection;
(B) the person is expelled as a partner by judicial order under Section 10A-8A-6.01(5);
(C) the person is dissociated under Section 10A-8A-6.01(7); or
(D) in the case of a person that is not a trust other than a business trust, an estate, or an individual, the person is expelled or otherwise dissociated because it willfully dissolved or terminated.
(c) A person that wrongfully dissociates as a partner is liable to the partnership and to the other partners for damages caused by the dissociation. The liability is in addition to any debt, obligation, or other liability of the partner to the partnership or the other partners.
(Act 2018-125, §7.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 6 - Partner's Dissociation. › Section 10A-8A-6.03 - Effect of Partner's Dissociation.

Section 10A-8A-6.03
Effect of partner's dissociation.
(a) If a person's dissociation results in a dissolution and winding up of the partnership business or not for profit activity, Article 8 applies; otherwise, Article 7 applies.
(b) Upon a person's dissociation as a partner:
(1) the person's right to participate in the management and conduct of the partnership business or not for profit activity terminates, except as provided in Section 10A-8A-8.03;
(2) the person's duty of loyalty under Section 10A-8A-4.11(b)(3) terminates; and
(3) the person's duty of loyalty under Section 10A-8A-4.11(b)(1) and (2) and duty of care under Section 10A-8A-4.11(c) continue only with regard to matters arising and events occurring before the person's dissociation, unless the partner participates in winding up the partnership's business or not for profit activity pursuant to Section 10A-8A-8.03.
(Act 2018-125, §7.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 7 - Person's Dissociation as a Partner When Business or Not for Profit Activity Not Wound Up. › Section 10A-8A-7.02 - Power to Bind and Liability of Person Dissociated as a Partner.

Section 10A-8A-7.02
Power to bind and liability of person dissociated as a partner.
(a) For one year after a person dissociates as a partner without resulting in a dissolution and winding up of the partnership business or not for profit activity, the partnership, including a surviving partnership or other surviving entity under Article 9 of this chapter and Article 8 of Chapter 1, is bound by an act of the person dissociated as a partner which would have bound the partnership under Section 10A-8A-3.01 before dissociation only if at the time of entering into the transaction the other party:
(1) reasonably believed that the person dissociated as a partner was then a partner and reasonably relied on such belief in entering into the transaction;
(2) did not have notice of the person's dissociation as a partner; and
(3) is not deemed to have had knowledge or notice under Section 10A-8A-1.03.
(b) A person dissociated as a partner is liable to the partnership for any damage caused to the partnership arising from an obligation incurred by the person dissociated as a partner after dissociation for which the partnership is liable under subsection (a).
(Act 2018-125, §7.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 7 - Person's Dissociation as a Partner When Business or Not for Profit Activity Not Wound Up. › Section 10A-8A-7.03 - Liability of Person Dissociated as a Partner to Other Persons.

Section 10A-8A-7.03
Liability of person dissociated as a partner to other persons.
(a) A person's dissociation as a partner does not of itself discharge that person's liability for a partnership obligation incurred before dissociation. A person dissociated as a partner is not liable for a partnership obligation incurred after dissociation, except as provided in subsection (b).
(b) A person that dissociates as a partner without resulting in a dissolution and winding up of the partnership business or not for profit activity is liable as a partner to the other party in a transaction entered into by the partnership, or a surviving partnership or other surviving entity under Article 9 of this chapter or Article 8 of Chapter 1, within one year after the partner's dissociation, only if the partner is liable for the obligation under Section 10A-8A-3.06 and at the time of entering into the transaction the other party:
(1) reasonably believed that the person dissociated as a partner was then a partner and reasonably relied on such belief in entering into the transaction;
(2) did not have notice of the person's dissociation; and
(3) is not deemed to have had knowledge or notice under Section 10A-8A-1.03 of the person's dissociation.
(c) By agreement with the partnership creditor and the partners continuing the business or not for profit activity, a person dissociated as a partner may be released from liability for a partnership obligation.
(d) A person dissociated as a partner is released from liability for a partnership obligation if a partnership creditor, with notice of the person's dissociation but without the person's consent, agrees to a material alteration in the nature or time of payment of a partnership obligation.
(Act 2018-125, §7.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 7 - Person's Dissociation as a Partner When Business or Not for Profit Activity Not Wound Up. › Section 10A-8A-7.04 - Statement of Dissociation.

Section 10A-8A-7.04
Statement of dissociation.
(a) A person dissociated as a partner or the partnership may file a statement of dissociation stating the name of the partnership and that the person is dissociated as a partner from the partnership.
(b) A statement of dissociation is a limitation on the authority of a person dissociated as a partner for the purposes of Section 10A-8A-3.03.
(Act 2018-125, §7.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 7 - Person's Dissociation as a Partner When Business or Not for Profit Activity Not Wound Up. › Section 10A-8A-7.05 - Continued Use of Partnership Name.

Section 10A-8A-7.05
Continued use of partnership name.
Continued use of a partnership name, or a person's name that is dissociated as a partner as part thereof, by partners continuing the business or not for profit activity does not of itself make the person dissociated as a partner liable for an obligation of the partners or the partnership continuing the business or not for profit activity.
(Act 2018-125, §7.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 8 - Dissolution and Winding Up. › Section 10A-8A-8.02 - Effect of Dissolution.

Section 10A-8A-8.02
Effect of dissolution.
(a) A dissolved partnership continues its existence as a partnership but may not carry on any business or not for profit activity except as is appropriate to wind up and liquidate its business or not for profit activity, 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-8A-8.09; and
(5) doing every other act necessary to wind up and liquidate its business or not for profit activity.
(b) In winding up its business or not for profit activity, a partnership may:
(1) deliver to the Secretary of State for filing a statement of dissolution setting forth:
(A) The name of the partnership;
(B) If the partnership has filed a statement of partnership, a statement of not for profit partnership, a statement of authority, or a statement of limited liability partnership, the unique identifying number or other designation as assigned by the Secretary of State;
(C) That the partnership has dissolved;
(D) The name, street address, and mailing address of the partner who will be winding up the business or not for profit activity of the partnership pursuant to Section 10A-8A-8.03(a), and if none, the name, street address, and mailing address of the person appointed pursuant to Section 10A-8A-8.03(b) or (c) to wind up the business or not for profit activity of the partnership;
(E) If the partnership has filed a statement of partnership, a statement of not for profit partnership, or a statement of limited liability partnership, the name, street address, and mailing address of the partnership's registered agent; and
(F) Any other information the partnership deems appropriate;
(2) preserve the partnership's business or not for profit activity as a going concern for a reasonable time;
(3) prosecute, defend, or settle actions or proceedings, whether civil, criminal, or administrative;
(4) transfer the partnership's assets;
(5) resolve disputes by mediation or arbitration; and
(6) merge or convert in accordance with Article 9 of this chapter or Article 8 of Chapter 1.
(c) The dissolution of a partnership does not:
(1) transfer title to the partnership's property;
(2) prevent the commencement of a proceeding by or against the partnership in its partnership name;
(3) terminate, abate, or suspend a proceeding pending by or against the 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 Section 10A-8A-3.06.
(d) A statement of dissolution is a filing instrument under Chapter 1.
(Act 2018-125, §7; Act 2020-73, §10; Act 2021-299, §5.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 8 - Dissolution and Winding Up. › Section 10A-8A-8.04 - Power to Bind Partnership After Dissolution.

Section 10A-8A-8.04
Power to bind partnership after dissolution.
(a) After dissolution, a partnership is bound by the act of a partner or by the act of a dissociated partner acting as a partner under Section 10A-8A-8.03(a) which:
(1) is appropriate for winding up the partnership's business or not for profit activity; or
(2) would have bound the partnership under Section 10A-8A-3.01 before dissolution, if, at the time the other party enters into the transaction, the other party does not have notice of the dissolution.
(b) Subject to subsection (a), a person dissociated as a partner binds a partnership through an act occurring after dissolution only if:
(1) at the time the other party enters into the transaction the other party does not have notice of the dissociation and reasonably believes that the person is a partner; and
(2) the act:
(A) is appropriate for winding up the partnership's business or not for profit activity; or
(B) would have bound the partnership under Section 10A-8A-3.01 before dissolution and at the time the other party enters into the transaction the other party does not have notice of the dissolution.
(Act 2018-125, §7.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 8 - Dissolution and Winding Up. › Section 10A-8A-8.05 - Liability After Dissolution of Partner and Person Dissociated as Partner; Other Partners, and Persons Dissociated as Partners.

Section 10A-8A-8.05
Liability after dissolution of partner and person dissociated as partner; other partners, and persons dissociated as partners.
(a) If a partner having knowledge of the dissolution causes a partnership to incur an obligation under Section 10A-8A-8.04(a) by an act that is not appropriate for winding up the partnership's business or not for profit activity, the partner is liable:
(1) to the partnership for any damage caused to the partnership arising from the obligation; and
(2) if another partner or a person dissociated as a partner is liable for the obligation, to that other partner or person for any damage caused to that other partner or person arising from the liability.
(b) If a person dissociated as a partner causes a partnership to incur an obligation under Section 10A-8A-8.04(b), the person is liable:
(1) to the partnership for any damage caused to the partnership arising from the obligation; and
(2) if a partner or another person dissociated as a partner is liable for the obligation, to the partner or other person for any damage caused to the partner or other person arising from the liability.
(c) A person dissociated as a partner is not liable under subsection (b) if:
(1) the last sentence of Section 10A-8A-8.03(a) permits the person to participate in winding up; and
(2) the act that causes the partnership to be bound under Section 10A-8A-8.04(b) is appropriate for winding up the partnership's business or not for profit activity.
(Act 2018-125, §7.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 8 - Dissolution and Winding Up. › Section 10A-8A-8.06 - Known Claims Against Dissolved Partnership.

Section 10A-8A-8.06
Known claims against dissolved partnership.
(a) A dissolved partnership may dispose of any known claims against it by following the procedures described in subsection (b) at any time after the effective date of the dissolution of the partnership.
(b) A dissolved partnership may give notice of the dissolution in writing to the holder of any known claim. The notice must:
(1) identify the dissolved partnership;
(2) describe the information required to be included in a claim;
(3) provide a mailing address to which the claim is to be sent;
(4) state the deadline, which may not be fewer than 120 days from the effective date of the notice, by which the dissolved partnership must receive the claim;
(5) state that if not sooner barred, the claim will be barred if not received by the deadline; and
(6) unless the partnership has been throughout its existence a limited liability partnership, state that the barring of a claim against the partnership will also bar any corresponding claim against any partner or person dissociated as a partner which is based on Section 10A-8A-3.06.
(c) Unless sooner barred by any other statute limiting actions, a claim against a dissolved partnership is barred:
(1) if a claimant who was given notice under subsection (b) does not deliver the claim to the dissolved partnership by the deadline; or
(2) if a claimant whose claim was rejected by the dissolved partnership, does not commence a proceeding to enforce the claim within 90 days from the effective date of the rejection notice.
(d) For purposes of this section, "known claim" or "claim" includes unliquidated claims, but does not include a contingent liability that has not matured so that there is no immediate right to bring suit or a claim based on an event occurring after the effective date of dissolution.
(e) Nothing in this section shall be deemed to extend any otherwise applicable statute of limitations.
(Act 2018-125, §7; Act 2021-299, §5.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 8 - Dissolution and Winding Up. › Section 10A-8A-8.08 - Liability of Partner and Person Dissociated as Partner When Claim Against Partnership.

Section 10A-8A-8.08
Liability of partner and person dissociated as partner when claim against partnership.
If a claim against a dissolved partnership is barred under Section 10A-8A-8.06 or 10A-8A-8.07, any corresponding claim under Sections 10A-8A-3.06, 10A-8A-7.03, and 10A-8A-8.05 is also barred.
(Act 2018-125, §7.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 8 - Dissolution and Winding Up. › Section 10A-8A-8.10 - Reinstatement After Dissolution.

Section 10A-8A-8.10
Reinstatement after dissolution.
A partnership that has been dissolved may be reinstated upon compliance with the following conditions:
(a) the consent shall have been obtained from the partners or other persons entitled to consent at the time that is:
(1) required for reinstatement under the partnership agreement; or
(2) if the partnership agreement does not state the consent required for reinstatement, sufficient for dissolution under the partnership agreement; or
(3) if the partnership agreement neither states the consent required for reinstatement nor for dissolution, sufficient for dissolution under this chapter;
(b) in the case of a written objection to reinstatement having been delivered to the partnership before or at the time of the consent required by subsection (a) by the partners or other persons having authority under the partnership agreement to bring about or prevent dissolution of the partnership, those partners or persons withdrawing that written objection effective at the time of the consent required by subsection (a);
(c) in the case of a partnership dissolved in a judicial proceeding initiated by one or more of the partners pursuant to Section 10A-8A-8.01(4), the consent of each of those partners shall have been obtained and shall be included in the consent required by subsection (a);
(d) in the case of a partnership dissolved in a judicial proceeding initiated by one or more of transferees pursuant to Section 10A-8A-8.01(5), the consent of each of those transferees shall have been obtained and shall be included in the consent required by subsection (a); and
(e) in the case of a partnership that has filed a statement of dissolution, the filing of a certificate of reinstatement in accordance with Section 10A-8A-8.11.
(Act 2018-125, §7; Act 2021-299, §5.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 8 - Dissolution and Winding Up. › Section 10A-8A-8.11 - Certificate of Reinstatement.

Section 10A-8A-8.11
Certificate of reinstatement.
A partnership that has dissolved, has filed a statement of dissolution, and is seeking to reinstate in accordance with Section 10A-8A-8.10, shall deliver to the Secretary of State for filing a certificate of reinstatement in accordance with the following:
(a) A certificate of reinstatement shall be delivered to the Secretary of State for filing. The certificate of reinstatement shall state:
(1) the name of the partnership before reinstatement;
(2) the name of the partnership following reinstatement, which partnership name shall comply with Section 10A-8A-8.12;
(3) the date of formation of the partnership;
(4) the date of filing its statement of dissolution, and all amendments and restatements thereof, and the office or offices where filed;
(5) if the partnership has filed a statement of partnership, a statement of not for profit partnership, a statement of authority, or a statement of limited liability partnership, the unique identifying number or other designation as assigned by the Secretary of State;
(6) the date of dissolution of the partnership, if known;
(7) a statement that all applicable conditions of Section 10A-8A-8.10 have been satisfied; and
(8) the address of the registered office and the name of the registered agent at that address in compliance with Article 5 of Chapter 1.
(b) A partnership shall deliver to the Secretary of State for filing a statement of dissolution prior to or simultaneously with the certificate of reinstatement. If a partnership has not filed a statement of partnership, a statement of not for profit partnership, or a statement of limited liability partnership prior to filing its statement of dissolution, the partnership must also deliver to the Secretary of State for filing a statement of partnership, a statement of not for profit partnership, or a statement of limited liability partnership, simultaneously with the certificate of reinstatement.
(c) A certificate of reinstatement is a filing instrument under Chapter 1.
(Act 2018-125, §7; Act 2020-73, §10.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 8 - Dissolution and Winding Up. › Section 10A-8A-8.12 - Partnership Name Upon Reinstatement.

Section 10A-8A-8.12
Partnership name upon reinstatement.
The name of a partnership following the filing of a certificate of reinstatement shall be determined as follows:
(a) if the partnership is listed in the Secretary of State's records as a partnership that has been dissolved, then the name of a partnership following reinstatement shall be that partnership name at the time of reinstatement if that partnership name complies with Article 5 of Chapter 1 at the time of reinstatement; and
(b) if that partnership name does not comply with Article 5 of Chapter 1, the name of the partnership following reinstatement shall be that partnership name followed by the word "reinstated."
(Act 2018-125, §7.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 8 - Dissolution and Winding Up. › Section 10A-8A-8.13 - Effect of Reinstatement.

Section 10A-8A-8.13
Effect of reinstatement.
(a) Subject to subsection (b), upon reinstatement, the partnership shall be deemed for all purposes to have continued its business or not for profit activity as if dissolution had never occurred; and each right inuring to, and each debt, obligation, and liability incurred by, the partnership after the dissolution shall be determined as if the dissolution had never occurred.
(b) The rights of persons acting in reliance on the dissolution before those persons had notice of the reinstatement shall not be adversely affected by the reinstatement.
(Act 2018-125, §7.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 9 - Conversions and Mergers. › Section 10A-8A-9.02 - Conversion.

Section 10A-8A-9.02
Conversion.
(a) An organization other than a partnership may convert to a partnership, and a partnership may convert to an organization other than a partnership pursuant to this section, Sections 10A-8A-9.03 through 10A-8A-9.05, and a plan of conversion, if:
(1) the governing statute of the organization that is not a partnership authorizes the conversion;
(2) the law of the jurisdiction governing the converting organization and the converted organization does not prohibit the conversion; and
(3) the converting organization and the converted organization each comply with the governing statute and organizational documents applicable to that organization in effecting the conversion.
(b) A plan of conversion must be in writing and must include:
(1) the name, type of organization, and mailing address of the principal office of the converting organization, and its unique identifying number or other designation as assigned by the Secretary of State, if any, before conversion;
(2) the name, type of organization, and mailing address of the principal office of the converted organization after conversion;
(3) the terms and conditions of the conversion, including the manner and basis for converting interests in the converting organization into any combination of money, interests in the converted organization, and other consideration allowed in Section 10A-8A-9.02(c); and
(4) the organizational documents of the converted organization.
(c) In connection with a conversion, rights or securities of or interests in the converting organization may be exchanged for or converted into cash, property, or rights or securities of or interests in the converted organization, or, in addition to or in lieu thereof, may be exchanged for or converted into cash, property, or rights or securities of or interests in another organization or may be cancelled.
(d) If a partnership is the converting organization and that partnership does not have an effective statement of partnership, statement of not for profit partnership, or statement of limited liability partnership on file with the Secretary of State, then that partnership must, before proceeding with a conversion deliver to the Secretary of State for filing, a statement of partnership, statement of not for profit partnership, or statement of limited liability partnership simultaneously with the delivery to the Secretary of State for filing, of a statement of conversion.
(e) If an organization is converting to a partnership, the converting organization must deliver to the Secretary of State for filing a statement of partnership, statement of not for profit partnership, or a statement of limited liability partnership in accordance with Section 10A-8A-9.04.
(Act 2018-125, §7; Act 2019-94, §2.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 9 - Conversions and Mergers. › Section 10A-8A-9.03 - Action on Plan of Conversion by Converting Partnership.

Section 10A-8A-9.03
Action on plan of conversion by converting partnership.
(a) Subject to Section 10A-8A-9.10, a plan of conversion must be consented to by all the partners of a converting partnership.
(b) Subject to Section 10A-8A-9.10 and any contractual rights, after a conversion is approved, and at any time before a filing is made under Section 10A-8A-9.04, a converting partnership may amend the plan or abandon the planned conversion:
(1) as provided in the plan; and
(2) except as prohibited by the plan, by the same consent as was required to approve the plan.
(Act 2018-125, §7.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 9 - Conversions and Mergers. › Section 10A-8A-9.06 - Merger.

Section 10A-8A-9.06
Merger.
(a) A partnership may merge with one or more other constituent organizations pursuant to this section, Sections 10A-8A-9.07 through 10A-8A-9.09, and a plan of merger, if:
(1) the governing statute of each of the other organizations authorizes the merger;
(2) the merger is not prohibited by the law of a jurisdiction that enacted any of those governing statutes; and
(3) each of the other organizations complies with its governing statute in effecting the merger.
(b) A plan of merger must be in writing and must include:
(1) the name, type of organization, and mailing address of the principal office of each constituent organization, the jurisdiction of the governing statute of each constituent organization, and the respective unique identifying numbers or other designations as assigned by the Secretary of State, if any, of each constituent organization;
(2) the name, type of organization, and mailing address of the principal office of the surviving organization, the unique identifying number or other designation as assigned by the Secretary of State, if any, of the surviving organization, the jurisdiction of the governing statute of the surviving organization, and, if the surviving organization is to be created pursuant to the merger, a statement to that effect;
(3) the terms and conditions of the merger, including the manner and basis for converting the interests in each constituent organization into any combination of money, interests in the surviving organization, and other consideration as allowed by subsection (c);
(4) if the surviving organization is to be created pursuant to the merger, the surviving organization's organizational documents; and
(5) if the surviving organization is not to be created pursuant to the merger, any amendments to be made by the merger to the surviving organization's organizational documents.
(c) In connection with a merger, rights or securities of or interests in a constituent organization may be exchanged for or converted into cash, property, or rights or securities of or interests in the surviving organization, or, in addition to or in lieu thereof, may be exchanged for or converted into cash, property, or rights or securities of or interests in another organization or may be cancelled.
(Act 2018-125, §7; Act 2019-94, §2.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 9 - Conversions and Mergers. › Section 10A-8A-9.07 - Action on Plan of Merger by Constituent Partnership.

Section 10A-8A-9.07
Action on plan of merger by constituent partnership.
(a) Subject to Section 10A-8A-9.10, a plan of merger must be consented to by all the partners of a constituent partnership.
(b) Subject to Section 10A-8A-9.10 and any contractual rights, after a merger is approved, and at any time before a filing is made under Section 10A-8A-9.08, a constituent partnership may amend the plan or abandon the merger:
(1) as provided in the plan; and
(2) except as prohibited by the plan, with the same consent as was required to approve the plan.
(Act 2018-125, §7.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 9 - Conversions and Mergers. › Section 10A-8A-9.10 - Restrictions on Approval of Mergers, Conversions and on Relinquishing Llp Status.

Section 10A-8A-9.10
Restrictions on approval of mergers, conversions and on relinquishing LLP status.
(a) If a partner of a converting or constituent partnership will have personal liability with respect to a converted or surviving organization, approval and amendment of a plan of conversion or plan of merger are ineffective without that partner's consent to the plan.
(b) A statement of cancellation of the statement of limited liability partnership filed in connection with a conversion or merger is ineffective without each partner's written consent to such amendment.
(c) A partner does not give the consent required by subsection (a) or (b) merely by consenting to a provision of the partnership agreement that permits the partnership agreement to be amended with the consent of fewer than all the partners.
(Act 2018-125, §7.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 9 - Conversions and Mergers. › Section 10A-8A-9.11 - Liability of Partner After Conversion or Merger.

Section 10A-8A-9.11
Liability of partner after conversion or merger.
(a) A conversion or merger under this article does not discharge any liability under Section 10A-8A-3.06, 10A-8A-7.02, or 10A-8A-7.03 of a person that was a partner in or dissociated as a partner from a converting or constituent partnership, but:
(1) the provisions of this chapter pertaining to the collection or discharge of the liability continue to apply to the liability;
(2) for the purposes of applying those provisions, the converted or surviving organization is deemed to be the converting or constituent partnership; and
(3) if a person is required to pay any amount under this subsection:
(A) the person has a right of contribution from each other person that was liable as a partner under Section 10A-8A-3.06 when the obligation was incurred and has not been released from the obligation under Section 10A-8A-7.02 or 10A-8A-7.03; and
(B) the contribution due from each of those persons is in proportion to the right to receive distributions in the capacity of partner in effect for each of those persons when the obligation was incurred.
(b) In addition to any other liability provided by law:
(1) a person that immediately before a conversion or merger became effective was a partner in a converting or constituent partnership that was not a limited liability partnership is personally liable for each obligation of the converted or surviving organization arising from a transaction with a third party after the conversion or merger becomes effective, if, 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:
(i) the converted or surviving business is the converting or constituent partnership;
(ii) the converting or constituent partnership is not a limited liability partnership; and
(iii) the person is a partner in the converting or constituent partnership; and
(2) a person that was dissociated as a partner from a converting or constituent partnership before the conversion or merger became effective is personally liable for each obligation of the converted or surviving organization arising from a transaction with a third party after the conversion or merger becomes effective, if:
(A) immediately before the conversion or merger became effective the converting or surviving partnership was not a limited liability partnership; and
(B) at the time the third party enters into the transaction the third party:
(i) does not have notice of the dissociation;
(ii) does not have notice of the conversion or merger; and
(iii) reasonably believes that the converted or surviving organization is the converting or constituent partnership, the converting or constituent partnership is not a limited liability partnership, and the person is a partner in the converting or constituent partnership.
(Act 2018-125, §7.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 9 - Conversions and Mergers. › Section 10A-8A-9.12 - Power of Partners and Persons Dissociated as Partners to Bind Organization After Conversion or Merger.

Section 10A-8A-9.12
Power of partners and persons dissociated as 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 partner in a converting or constituent 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 partnership under Section 10A-8A-3.01; 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 organization is the converting or constituent partnership and that the person is a partner in the converting or constituent partnership.
(b) An act of a person that before a conversion or merger became effective was dissociated as a partner from a converting or constituent 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 partnership under Section 10A-8A-3.01 if the person had been a 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 partnership and that the person is a partner in the converting or constituent 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 2018-125, §7.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 9 - Conversions and Mergers. › Section 10A-8A-9.13 - Article Not Exclusive.

Section 10A-8A-9.13
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 2018-125, §7.)