Title 10A — Title 10A

This chapter and the provisions of Chapter 1 to the extent applicable to partnerships, shall be known and may be cited as the Alabama Partnership Law. History: (Act 2018-125, §7.)

As used in this chapter, unless the context otherwise requires, the following terms mean: (1) BUSINESS includes every trade, occupation, and profession for profit. (2) DISQUALIFIED PERSON means any person who is not a qualified person. (3) DISTRIBUTION except as otherwise provide…

(a) A person knows a fact when the person: (1) has actual knowledge of it; or (2) is deemed to know it under law other than this chapter. (b) A person has notice of a fact when the person: (1) knows of it; (2) receives notice of it; (3) has reason to know the fact from all of the…

(a) A partnership is a separate legal entity. A partnership’s status for tax purposes shall not affect its status as a separate legal entity formed under this chapter. A partnership is the same entity regardless of whether the partnership has a statement of limited liability part…

(a) A partnership shall possess and may exercise all the powers and privileges granted and enumerated by Chapter 1 or by any other law or by its partnership agreement, together with any powers incidental thereto, including those powers and privileges necessary or convenient to th…

(a) Except as otherwise provided in subsections (b), (c), and (d) of this section, the law of the jurisdiction in which the partnership has its principal office governs the partnership agreement and the relations among the partners and between the partners and the partnership. (b…

(a) It is the policy of this chapter and this state to give maximum effect to the principles of freedom of contract and to the enforceability of partnership agreements. (b) Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this…

(a) Except as otherwise provided in subsections (b) and (c): (1) the partnership agreement governs relations among the partners as partners and between the partners and the partnership; and (2) to the extent the partnership agreement does not otherwise provide for a matter descri…

Partners. (a) A partnership is bound by and may enforce the partnership agreement, whether or not the partnership has itself manifested assent to the partnership agreement. (b) A person that is admitted as a partner of a partnership becomes a party to and assents to the partnersh…

Writings Effective on Behalf of Partnership. (a) If a partnership agreement provides for the manner in which it may be amended, including by requiring the approval of a person who is not a party to the partnership agreement or the satisfaction of conditions, it may be amended onl…

A partnership shall maintain the following information: (1) A current list of the full name and last known street and mailing address of each partner, in alphabetical order. (2) Copies of any filed statement. (3) Copies of the partnership’s federal, state, and local income tax re…

A partner may lend money to and transact other business or not for profit activity with the partnership and has the same rights and obligations with respect to the loan or other transaction as a person that is not a partner. History: (Act 2018-125, §7.)

Action requiring the consent of partners under this chapter may be taken without a meeting, and a partner may appoint a proxy to consent or otherwise act for the partner by signing a writing of appointment, either personally or by the partner’s attorney in fact. History: (Act 201…

(a) If a partnership agreement provides that an act or transaction is void or voidable when taken, then that act or transaction may be ratified or waived by: (1) the partners or other persons entitled to ratify or waive that act or transaction under the partnership agreement; (2)…

(a) A partnership may be formed as, or may become, a limited liability partnership pursuant to this section. (b) In order to form a limited liability partnership, the original partnership agreement of the partnership shall state that the partnership is formed as a limited liabili…

Services. (a) A limited liability partnership shall have the power to render professional services if it complies with the rules of the licensing authority for such profession. (b) Every individual who renders professional services as a partner or as an employee of a limited liab…

(a) In the case of a limited liability partnership performing professional services, upon the death of a partner, upon a partner becoming a disqualified person, or upon a transferable interest being transferred by operation of law or court decree to a disqualified person, the tra…

(a) Beginning January 1, 2019, this chapter governs all partnerships and all foreign partnerships. (b) With respect to a partnership formed before January 1, 2019, and governed by the laws of this state, the following rules apply: (1) a registration of a limited liability partner…

If any provision of this chapter or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of this chapter which can be given effect without the invalid provision or application, and to this end the provision…

This chapter modifies, limits, or supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. Section 7001 et seq., but this chapter does not modify, limit, or supersede Section 101(c) of that act or authorize electronic delivery of any of the noti…

This chapter takes effect January 1, 2019. History: (Act 2018-125, §7.)

Effective January 1, 2019, the following parts of the Code of Alabama 1975, are repealed: Section 10A-1-7.33 and Chapter 8 of Title 10A, comprised of Sections 10A-8-1.01 to 10A-8-11.04, inclusive, as amended and in effect immediately before the effective date of this act. History…

(a) Except as provided in subsection (b), the repeal of a statute by this chapter does not affect: (1) the operation of the statute or any action taken under it before its repeal; (2) any ratification, right, remedy, privilege, obligation, or liability acquired, accrued, or incur…

The Alabama Department of Revenue shall promulgate rules and regulations similar to those provided under Section 40-18-176, relating to Alabama S corporations, to permit the filing of annual composite income tax returns for one or more nonresident partners, who are individuals, o…

A limited liability partnership and a foreign limited liability partnership shall be taxed as a partnership in accordance with Section 40-18-24, as amended from time to time, will file partnership returns as required by Section 40-18-28, as amended from time to time, and shall fo…

All provisions of this chapter may be altered from time to time or repealed and all rights of partners, partnerships, and agents are subject to this reservation. Unless expressly stated to the contrary in this chapter, all amendments of this chapter shall apply to partners, partn…

A limited liability partnership governed by this chapter may conduct its business or not for profit activity, carry on its operations, and have and exercise the powers granted by this chapter in any state, foreign country, or other jurisdiction. History: (Act 2018-125, §7.)

(a) Except as otherwise provided in subsection (b), the association of two or more persons: (1) to carry on as co-owners a business for profit forms a partnership, whether or not the persons intend to form a partnership; or (2) to carry on any not for profit activity, forms a par…

(a) A partnership other than a partnership that has an effective statement of not for profit partnership or an effective statement of limited liability partnership on file with the Secretary of State may deliver to the Secretary of State for filing a statement of partnership for …

(a) A statement may be delivered to the Secretary of State for filing. A certified copy of a statement of authority that was filed by the Secretary of State may be delivered to a judge of probate for filing in accordance with Section 10A-8A-3.03(f) and (g). A certified copy of a …

Property acquired by a partnership is property of the partnership and not of the partners individually. History: (Act 2018-125, §7.)

(a) Property is partnership property if acquired in the name of: (1) the partnership; or (2) one or more partners with an indication in the instrument transferring title to the property of the person’s capacity as a partner or of the existence of a partnership but without an indi…

Subject to the effect of a statement of authority under Section 10A-8A-3.03: (1) Each partner is an agent of the partnership for the purpose of its business or not for profit activity. An act of a partner, including the execution of an instrument in the partnership name, for appa…

(a) Partnership property may be transferred as follows: (1) Subject to the effect of a statement of authority under Section 10A-8A-3.03, partnership property held in the name of the partnership may be transferred by an instrument of transfer executed by a partner in the partnersh…

(a) A partnership may deliver to the Secretary of State for filing a statement of authority, which: (1) must include the name of the partnership and: (A) if the partnership has not filed a statement of partnership, a statement of not for profit partnership, or a statement of limi…

A person named in a filed statement of authority granting that person authority may deliver to the Secretary of State for filing a statement of denial that: (1) provides: (A) the name of the partnership; (B) the date the statement of authority to which the statement of denial per…

(a) A partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a partner acting in the ordinary course of business or not for profit activity of the partnership or with autho…

(a) Except as otherwise provided in subsection (b) or subsection (c), all partners are liable jointly and severally for all obligations of the partnership unless otherwise agreed by the claimant or provided by law. (b) A person admitted as a partner into an existing partnership i…

(a) A partnership may sue and be sued in the name of the partnership. (b) An action may be brought against the partnership and, except as provided in Section 10A-8A-3.06, against any or all of the partners in the same action or in separate actions. (c) A judgment against a partne…

Except as provided in Section 10A-8A-3.06: (a) If a person, by words or conduct, purports to be a partner, or consents to being represented by another as a partner, in a partnership or with one or more persons not partners, the purported partner is liable to a person to whom the …

(a) Each partner is deemed to have an account that is: (1) credited with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, the partner contributes to the partnership and the partner’s share of the partnership profits; and (2)…

(a) The initial partners of a partnership are admitted as partners upon the formation of the partnership. (b) After formation, a person is admitted as a partner of the partnership: (1) as provided in the partnership agreement; (2) as the result of a transaction effective under Ar…

A contribution by a partner may be made to a partnership as agreed by the partners. History: (Act 2018-125, §7.)

(a) A partner’s obligation to make a contribution to a partnership is not excused by the partner’s death, disability, or other inability to perform personally. (b) If a partner does not make a contribution required by an enforceable promise, the partner or the partner’s estate is…

All partners shall share equally in any distributions made by a partnership before its dissolution and winding up. History: (Act 2018-125, §7.)

Subject to Section 10A-8A-7.01, a partner has a right to a distribution before the dissolution and winding up of a partnership as provided in the partnership agreement. A decision to make a distribution before the dissolution and winding up of the partnership is a decision in the…

A partner does not have a right to demand and receive a distribution from a partnership in any form other than money. Except as otherwise provided in Section 10A-8A-8.07, a partnership may distribute an asset in kind if each partner receives a percentage of the asset in proportio…

If a partner becomes entitled to receive a distribution, the partner has the status of, and is entitled to all remedies available to, a creditor of the partnership with respect to the distribution. However, the partnership’s obligation to make a distribution is subject to offset …

(a) A limited liability partnership shall not make a distribution to a partner to the extent that at the time of the distribution, after giving effect to the distribution, all liabilities of the limited liability partnership, other than liabilities to partners on account of their…

495) [Effective until August 1, 2026.] AMENDED BY ACT 2026-495, EFFECTIVE AUGUST 1, 2026. SEE ACT FOR REVISED LANGUAGE. (a) Subject to subsection (f), a partner, without having any particular purpose for seeking the information, may inspect and copy during regular hours at a reas…