Title 10A — Title 10A

This chapter and the provisions of Chapter 1, to the extent applicable to limited partnerships, shall be known and may be cited as the Alabama Limited Partnership Law. History: (Act 2016-379, §1.)

As used in this chapter, unless the context otherwise requires, the following terms mean: (1) “CERTIFICATE OF FORMATION” with respect to a limited partnership means the certificate of formation required by Section 10A-9A-2.01, and the certificate of formation as amended or restat…

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

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

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

(a) The law of this state governs: (1) the organization and internal affairs of a limited partnership; (2) the liability of a partner as a partner for the debts, obligations, or other liabilities of a limited partnership; and (3) the authority of the partners of a limited partner…

(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…

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

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

A limited partnership shall maintain the following information: (1) A current list of the full name and last known business or residential street and mailing address of each partner, separately identifying the general partners, in alphabetical order, and the limited partners, in …

A partner may lend money to and transact other activities or affairs with the limited partnership and has the same rights and obligations with respect to the loan or other transaction as a person that is not a partner. History: (Act 2016-379, §1.)

A person may be both a general partner and a limited partner. A person that is both a general and limited partner has the rights, powers, duties, and obligations provided by this chapter and the partnership agreement in each of those capacities. When the person acts as a general …

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)…

As used in this article, unless the context otherwise requires, the following terms mean: (1) CONSTITUENT LIMITED PARTNERSHIP means a constituent organization that is a limited partnership. (2) CONSTITUENT ORGANIZATION means an organization that is party to a merger under this ar…

(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…

(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 Se…

(a) After a plan of conversion is approved: (1) if the converting organization is an organization formed under, or its internal affairs are governed by, the laws of this state, the converting organization shall file a statement of conversion in accordance with subsection (c), whi…

(a) When a conversion takes effect: (1) all property and contract rights owned by the converting organization remains vested in the converted organization without transfer, reversion, or impairment and the title to any property vested by deed or otherwise in the converting organi…

(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…

(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 1…

(a) After each constituent organization has approved the plan of merger, a statement of merger must be signed on behalf of: (1) each constituent limited partnership, as provided in Section 10A-9A-2.03(a); and (2) each other constituent organization, as provided by its governing s…

(a) When a merger becomes effective: (1) the surviving organization continues or, in the case of a surviving organization created pursuant to the merger, comes into existence; (2) each constituent organization that merges into the surviving organization ceases to exist as a separ…

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 …

(a) A conversion or merger under this article does not discharge any liability under Sections 10A-9A-4.04 and 10A-9A-6.07 of a person that was a general partner in or dissociated as a general partner from a converting or constituent limited partnership, but: (1) the provisions of…

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 conver…

This article is not exclusive. This article does not preclude an entity from being converted or merged under law other than this chapter. History: (Act 2016-379, §1.)

(a) Beginning January 1, 2017, this chapter governs all limited partnerships and all foreign limited partnerships. (b) With respect to a limited partnership formed before January 1, 2010, the following rules apply except as the partners otherwise elect in the manner provided in t…

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, 2017. History: (Act 2016-379, §1.)

Effective January 1, 2017, the following parts of the Code of Alabama 1975 are repealed: Sections 10A-9-1.01 to 10A-9-12.08, inclusive, as amended and in effect immediately before the effective date of this act. History: (Act 2016-379, §1.)

This chapter does not affect an action commenced, proceeding brought, or right accrued before this chapter takes effect. History: (Act 2016-379, §1.)

For purposes of income taxation, other than under Chapter 14A of Title 40, a domestic or foreign limited partnership or limited liability limited partnership shall be treated as a partnership unless it is classified otherwise for federal income tax purposes, in which case it shal…

(a) In order to form a limited partnership, a person must deliver a certificate of formation for filing to the Secretary of State. Section 10A-1-3.05 shall not apply to this chapter. Instead, the certificate of formation shall set forth: (1) the name of the limited partnership, w…

Division B of Article 3 of Chapter 1 shall not apply to this chapter. Instead: (a) A certificate of formation may be amended at any time. (b) A certificate of formation may be restated with or without amendment at any time. (c) To amend its certificate of formation, a limited par…

(a) A writing delivered to the Secretary of State for filing pursuant to this chapter must be signed as provided by this section. (1) A limited partnership’s initial certificate of formation must be signed by all general partners listed in the certificate of formation. (2) An ame…

(a) If a person required by this chapter to sign a writing or deliver a writing to the Secretary of State for filing under this chapter does not do so, any other person that is aggrieved by that failure may petition the designated court, and if none, the circuit court for the cou…

If a writing delivered for filing under this chapter and filed under this chapter contains information which is false in any material respect and if such information is required to be set forth on a newly filed certificate of formation under this chapter, a person that suffers lo…

(a) The Secretary of State, upon request and payment of the requisite fee, shall furnish to any person a certificate of existence for a limited partnership if the writings filed in the office of the Secretary of State show that the limited partnership has been formed under the la…

(a) The initial limited partner or limited partners of a limited partnership are admitted as a limited partner or limited partners upon the formation of the limited partnership. (b) After formation, a person is admitted as a limited partner of the limited partnership: (1) as prov…

A limited partner does not have the right or the power as a limited partner to act for or bind the limited partnership. History: (Act 2016-379, §1.)

A debt, obligation, or other liability of a limited partnership, whether arising in contract, tort, or otherwise, is not the debt, obligation, or other liability of a limited partner. A limited partner is not personally liable, directly or indirectly, by way of contribution or ot…

(Amended by 2026-495) [Effective until August 1, 2026.] AMENDED BY ACT 2026-495, EFFECTIVE AUGUST 1, 2026. SEE ACT FOR REVISED LANGUAGE. Notwithstanding the provisions of Sections 10A-1-3.32 and 10A-1-3.33: (a) Subject to subsection (g), on 10 days’ demand, made in a writing rece…

(a) Except as otherwise provided in subsection (b), a limited partner does not have any duty to the limited partnership or to any other partner solely by reason of being a limited partner. (b) A limited partner shall discharge the duties to the limited partnership and the other p…

(a) Except as otherwise provided in subsection (b), a person that makes an investment in an organization and erroneously but in good faith believes that the person has become a limited partner in the organization is not liable for the organization’s obligations by reason of makin…

(a) Upon formation of a limited partnership, a person is admitted as a general partner as agreed among the persons that are to be the initial partners. (b) After formation of a limited partnership, a person is admitted as a general partner: (1) as provided in the partnership agre…

(a) Each general partner is an agent of the limited partnership for the purposes of its activities and affairs. An act of a general partner, including the signing of a writing in the partnership’s name, for apparently carrying on in the ordinary course the limited partnership’s a…

(a) A limited partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a general partner acting in the ordinary course of activities and affairs of the limited partnership or…