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https://law.justia.com/codes/alabama/title-10a/chapter-8/article-1/section-10a-8-1-08/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8 - General Partnerships.›Article 1 - General Provisions.›Section 10A-8-1.08 - Partnership Subject to Amendment or Repeal of Chapter.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8 - General Partnerships. › Article 1 - General Provisions. › Section 10A-8-1.08 - Partnership Subject to Amendment or Repeal of Chapter.
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Section 10A-8-1.08
Partnership subject to amendment or repeal of chapter.
REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(Acts 1996, No. 96-528, p. 685, §1; §10-8A-107; amended and renumbered by Act 2009-513, p. 967, §248.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8/article-2/section-10a-8-2-01/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8 - General Partnerships.›Article 2 - Nature of Partnership.›Section 10A-8-2.01 - Partnership as Entity.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8 - General Partnerships. › Article 2 - Nature of Partnership. › Section 10A-8-2.01 - Partnership as Entity.
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Section 10A-8-2.01
Partnership as entity.
REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(Acts 1996, No. 96-528, p. 685, §1; §10-8A-201; amended and renumbered by Act 2009-513, p. 967, §250.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8/article-2/section-10a-8-2-02/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8 - General Partnerships.›Article 2 - Nature of Partnership.›Section 10A-8-2.02 - Formation of Partnership.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8 - General Partnerships. › Article 2 - Nature of Partnership. › Section 10A-8-2.02 - Formation of Partnership.
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Section 10A-8-2.02
Formation of partnership.
REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(Acts 1996, No. 96-528, p. 685, §1; §10-8A-202; amended and renumbered by Act 2009-513, p. 967, §250.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8/article-2/section-10a-8-2-03/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8 - General Partnerships.›Article 2 - Nature of Partnership.›Section 10A-8-2.03 - Partnership Property.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8 - General Partnerships. › Article 2 - Nature of Partnership. › Section 10A-8-2.03 - Partnership Property.
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Section 10A-8-2.03
Partnership property.
REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(Acts 1996, No. 96-528, p. 685, §1; §10-8A-203; amended and renumbered by Act 2009-513, p. 967, §250.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8/article-2/section-10a-8-2-04/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8 - General Partnerships.›Article 2 - Nature of Partnership.›Section 10A-8-2.04 - When Property Is Partnership Property.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8 - General Partnerships. › Article 2 - Nature of Partnership. › Section 10A-8-2.04 - When Property Is Partnership Property.
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Section 10A-8-2.04
When property is partnership property.
REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(Acts 1996, No. 96-528, p. 685, §1; §10-8A-204; amended and renumbered by Act 2009-513, p. 967, §250.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8/article-3/section-10a-8-3-01/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8 - General Partnerships.›Article 3 - Relations of Partners to Persons Dealing With Partnership.›Section 10A-8-3.01 - Partner Agent of Partnership.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8 - General Partnerships. › Article 3 - Relations of Partners to Persons Dealing With Partnership. › Section 10A-8-3.01 - Partner Agent of Partnership.
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Section 10A-8-3.01
Partner agent of partnership.
REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(Acts 1996, No. 96-528, p. 685, §1; §10-8A-301; amended and renumbered by Act 2009-513, p. 967, §252.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8/article-3/section-10a-8-3-02/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8 - General Partnerships.›Article 3 - Relations of Partners to Persons Dealing With Partnership.›Section 10A-8-3.02 - Transfer of Partnership Property.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8 - General Partnerships. › Article 3 - Relations of Partners to Persons Dealing With Partnership. › Section 10A-8-3.02 - Transfer of Partnership Property.
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Section 10A-8-3.02
Transfer of partnership property.
REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(Acts 1996, No. 96-528, p. 685, §1; §10-8A-302; amended and renumbered by Act 2009-513, p. 967, §252.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8/article-3/section-10a-8-3-03/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8 - General Partnerships.›Article 3 - Relations of Partners to Persons Dealing With Partnership.›Section 10A-8-3.03 - Statement of Partnership Authority.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8 - General Partnerships. › Article 3 - Relations of Partners to Persons Dealing With Partnership. › Section 10A-8-3.03 - Statement of Partnership Authority.
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Section 10A-8-3.03
Statement of partnership authority.
REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(Acts 1996, No. 96-528, p. 685, §1; §10-8A-303; amended and renumbered by Act 2009-513, p. 967, §252.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8/article-3/section-10a-8-3-04/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8 - General Partnerships.›Article 3 - Relations of Partners to Persons Dealing With Partnership.›Section 10A-8-3.04 - Statement of Denial.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8 - General Partnerships. › Article 3 - Relations of Partners to Persons Dealing With Partnership. › Section 10A-8-3.04 - Statement of Denial.
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Section 10A-8-3.04
Statement of denial.
REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(Acts 1996, No. 96-528, p. 685, §1; §10-8A-304; amended and renumbered by Act 2009-513, p. 967, §252.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8/article-3/section-10a-8-3-05/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8 - General Partnerships.›Article 3 - Relations of Partners to Persons Dealing With Partnership.›Section 10A-8-3.05 - Partnership Liable for Partner's Actionable Conduct.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8 - General Partnerships. › Article 3 - Relations of Partners to Persons Dealing With Partnership. › Section 10A-8-3.05 - Partnership Liable for Partner's Actionable Conduct.
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Section 10A-8-3.05
Partnership liable for partner's actionable conduct.
REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(Acts 1996, No. 96-528, p. 685, §1; §10-8A-305; amended and renumbered by Act 2009-513, p. 967, §252.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8/article-3/section-10a-8-3-06/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8 - General Partnerships.›Article 3 - Relations of Partners to Persons Dealing With Partnership.›Section 10A-8-3.06 - Partner's Liability.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8 - General Partnerships. › Article 3 - Relations of Partners to Persons Dealing With Partnership. › Section 10A-8-3.06 - Partner's Liability.
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Section 10A-8-3.06
Partner's liability.
REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(Acts 1996, No. 96-528, p. 685, §1; §10-8A-306; amended and renumbered by Act 2009-513, p. 967, §252.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8/article-3/section-10a-8-3-07/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8 - General Partnerships.›Article 3 - Relations of Partners to Persons Dealing With Partnership.›Section 10A-8-3.07 - Actions by and Against Partnership and Partners.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8 - General Partnerships. › Article 3 - Relations of Partners to Persons Dealing With Partnership. › Section 10A-8-3.07 - Actions by and Against Partnership and Partners.
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Section 10A-8-3.07
Actions by and against partnership and partners.
REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(Acts 1996, No. 96-528, p. 685, §1; §10-8A-307; amended and renumbered by Act 2009-513, p. 967, §252.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8/article-3/section-10a-8-3-08/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8 - General Partnerships.›Article 3 - Relations of Partners to Persons Dealing With Partnership.›Section 10A-8-3.08 - Liability of Purported Partner.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8 - General Partnerships. › Article 3 - Relations of Partners to Persons Dealing With Partnership. › Section 10A-8-3.08 - Liability of Purported Partner.
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Section 10A-8-3.08
Liability of purported partner.
REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(Acts 1996, No. 96-528, p. 685, §1; §10-8A-308; amended and renumbered by Act 2009-513, p. 967, §252.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8/article-4/section-10a-8-4-01/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8 - General Partnerships.›Article 4 - Relations of Partners to Each Other and to Partnership.›Section 10A-8-4.01 - Partner's Rights and Duties.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8 - General Partnerships. › Article 4 - Relations of Partners to Each Other and to Partnership. › Section 10A-8-4.01 - Partner's Rights and Duties.
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Section 10A-8-4.01
Partner's rights and duties.
REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(Acts 1996, No. 96-528, p. 685, §1; §10-8A-401; amended and renumbered by Act 2009-513, p. 967, §254.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8/article-4/section-10a-8-4-02/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8 - General Partnerships.›Article 4 - Relations of Partners to Each Other and to Partnership.›Section 10A-8-4.02 - Distributions in Kind.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8 - General Partnerships. › Article 4 - Relations of Partners to Each Other and to Partnership. › Section 10A-8-4.02 - Distributions in Kind.
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Section 10A-8-4.02
Distributions in kind.
REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(Acts 1996, No. 96-528, p. 685, §1; §10-8A-402; amended and renumbered by Act 2009-513, p. 967, §254.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8/article-4/section-10a-8-4-03/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8 - General Partnerships.›Article 4 - Relations of Partners to Each Other and to Partnership.›Section 10A-8-4.03 - Partner's Rights and Duties With Respect to Information.
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8 - General Partnerships. › Article 4 - Relations of Partners to Each Other and to Partnership. › Section 10A-8-4.03 - Partner's Rights and Duties With Respect to Information.
|
Section 10A-8-4.03
Partner's rights and duties with respect to information.
REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(Acts 1996, No. 96-528, p. 685, §1; §10-8A-403; amended and renumbered by Act 2009-513, p. 967, §254.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-8/article-4/section-10a-8-4-04/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8 - General Partnerships.›Article 4 - Relations of Partners to Each Other and to Partnership.›Section 10A-8-4.04 - General Standards of Partner's Conduct.
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8 - General Partnerships. › Article 4 - Relations of Partners to Each Other and to Partnership. › Section 10A-8-4.04 - General Standards of Partner's Conduct.
|
Section 10A-8-4.04
General standards of partner's conduct.
REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(Acts 1996, No. 96-528, p. 685, §1; §10-8A-404; amended and renumbered by Act 2009-513, p. 967, §254.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8/article-4/section-10a-8-4-05/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8 - General Partnerships.›Article 4 - Relations of Partners to Each Other and to Partnership.›Section 10A-8-4.05 - Actions by Partnership and Partners.
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8 - General Partnerships. › Article 4 - Relations of Partners to Each Other and to Partnership. › Section 10A-8-4.05 - Actions by Partnership and Partners.
|
Section 10A-8-4.05
Actions by partnership and partners.
REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(Acts 1996, No. 96-528, p. 685, §1; §10-8A-405; amended and renumbered by Act 2009-513, p. 967, §254.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-8/article-4/section-10a-8-4-06/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8 - General Partnerships.›Article 4 - Relations of Partners to Each Other and to Partnership.›Section 10A-8-4.06 - Continuation of Partnership Beyond Definite Term or Particular Undertaking.
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8 - General Partnerships. › Article 4 - Relations of Partners to Each Other and to Partnership. › Section 10A-8-4.06 - Continuation of Partnership Beyond Definite Term or Particular Undertaking.
|
Section 10A-8-4.06
Continuation of partnership beyond definite term or particular undertaking.
REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(Acts 1996, No. 96-528, p. 685, §1; §10-8A-406; amended and renumbered by Act 2009-513, p. 967, §254.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-8/article-5/section-10a-8-5-01/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8 - General Partnerships.›Article 5 - Transferees and Creditors of Partners.›Section 10A-8-5.01 - Partner Not Co-Owner of Partnership Property.
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8 - General Partnerships. › Article 5 - Transferees and Creditors of Partners. › Section 10A-8-5.01 - Partner Not Co-Owner of Partnership Property.
|
Section 10A-8-5.01
Partner not co-owner of partnership property.
REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(Acts 1996, No. 96-528, p. 685, §1; §10-8A-501; amended and renumbered by Act 2009-513, p. 967, §256.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-8/article-5/section-10a-8-5-02/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8 - General Partnerships.›Article 5 - Transferees and Creditors of Partners.›Section 10A-8-5.02 - Partner's Transferable Interest in Partnership.
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8 - General Partnerships. › Article 5 - Transferees and Creditors of Partners. › Section 10A-8-5.02 - Partner's Transferable Interest in Partnership.
|
Section 10A-8-5.02
Partner's transferable interest in partnership.
REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(Acts 1996, No. 96-528, p. 685, §1; §10-8A-502; amended and renumbered by Act 2009-513, p. 967, §256.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-8/article-5/section-10a-8-5-03/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8 - General Partnerships.›Article 5 - Transferees and Creditors of Partners.›Section 10A-8-5.03 - Transfer of Partner's Transferable Interest.
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8 - General Partnerships. › Article 5 - Transferees and Creditors of Partners. › Section 10A-8-5.03 - Transfer of Partner's Transferable Interest.
|
Section 10A-8-5.03
Transfer of partner's transferable interest.
REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(Acts 1996, No. 96-528, p. 685, §1; §10-8A-503; amended and renumbered by Act 2009-513, p. 967, §256.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-8/article-5/section-10a-8-5-04/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8 - General Partnerships.›Article 5 - Transferees and Creditors of Partners.›Section 10A-8-5.04 - Partner's Transferable Interest Subject to Charging Order.
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8 - General Partnerships. › Article 5 - Transferees and Creditors of Partners. › Section 10A-8-5.04 - Partner's Transferable Interest Subject to Charging Order.
|
Section 10A-8-5.04
Partner's transferable interest subject to charging order.
REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(Acts 1996, No. 96-528, p. 685, §1; §10-8A-504; amended and renumbered by Act 2009-513, p. 967, §256.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-8/article-6/section-10a-8-6-01/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8 - General Partnerships.›Article 6 - Partner's Dissociation.›Section 10A-8-6.01 - Events Causing Partner's Dissociation.
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8 - General Partnerships. › Article 6 - Partner's Dissociation. › Section 10A-8-6.01 - Events Causing Partner's Dissociation.
|
Section 10A-8-6.01
Events causing partner's dissociation.
REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(Acts 1996, No. 96-528, p. 685, §1; §10-8A-601; amended and renumbered by Act 2009-513, p. 967, §258.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-8/article-6/section-10a-8-6-02/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8 - General Partnerships.›Article 6 - Partner's Dissociation.›Section 10A-8-6.02 - Partner's Power to Dissociate; Wrongful Dissociation.
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8 - General Partnerships. › Article 6 - Partner's Dissociation. › Section 10A-8-6.02 - Partner's Power to Dissociate; Wrongful Dissociation.
|
Section 10A-8-6.02
Partner's power to dissociate; wrongful dissociation.
REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(Acts 1996, No. 96-528, p. 685, §1; §10-8A-602; amended and renumbered by Act 2009-513, p. 967, §258.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-8/article-6/section-10a-8-6-03/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8 - General Partnerships.›Article 6 - Partner's Dissociation.›Section 10A-8-6.03 - Effect of Partner's Dissociation.
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8 - General Partnerships. › Article 6 - Partner's Dissociation. › Section 10A-8-6.03 - Effect of Partner's Dissociation.
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Section 10A-8-6.03
Effect of partner's dissociation.
REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(Acts 1996, No. 96-528, p. 685, §1; §10-8A-603; amended and renumbered by Act 2009-513, p. 967, §258.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8/article-7/section-10a-8-7-01/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8 - General Partnerships.›Article 7 - Partner's Dissociation When Business Not Wound Up.›Section 10A-8-7.01 - Purchase of Dissociated Partner's Interest.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8 - General Partnerships. › Article 7 - Partner's Dissociation When Business Not Wound Up. › Section 10A-8-7.01 - Purchase of Dissociated Partner's Interest.
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Section 10A-8-7.01
Purchase of dissociated partner's interest.
REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(Acts 1996, No. 96-528, p. 685, §1; §10-8A-701; amended and renumbered by Act 2009-513, p. 967, §260.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8/article-7/section-10a-8-7-02/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8 - General Partnerships.›Article 7 - Partner's Dissociation When Business Not Wound Up.›Section 10A-8-7.02 - Dissociated Partner's Power to Bind and Liability to Partnership.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8 - General Partnerships. › Article 7 - Partner's Dissociation When Business Not Wound Up. › Section 10A-8-7.02 - Dissociated Partner's Power to Bind and Liability to Partnership.
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Section 10A-8-7.02
Dissociated partner's power to bind and liability to partnership.
REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(Acts 1996, No. 96-528, p. 685, §1; §10-8A-702; amended and renumbered by Act 2009-513, p. 967, §260.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8/article-7/section-10a-8-7-03/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8 - General Partnerships.›Article 7 - Partner's Dissociation When Business Not Wound Up.›Section 10A-8-7.03 - Dissociated Partner's Liability to Other Persons.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8 - General Partnerships. › Article 7 - Partner's Dissociation When Business Not Wound Up. › Section 10A-8-7.03 - Dissociated Partner's Liability to Other Persons.
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Section 10A-8-7.03
Dissociated partner's liability to other persons.
REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(Acts 1996, No. 96-528, p. 685, §1; §10-8A-703; amended and renumbered by Act 2009-513, p. 967, §260.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8/article-7/section-10a-8-7-04/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8 - General Partnerships.›Article 7 - Partner's Dissociation When Business Not Wound Up.›Section 10A-8-7.04 - Statement of Dissociation.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8 - General Partnerships. › Article 7 - Partner's Dissociation When Business Not Wound Up. › Section 10A-8-7.04 - Statement of Dissociation.
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Section 10A-8-7.04
Statement of dissociation.
REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(Acts 1996, No. 96-528, p. 685, §1; §10-8A-704; amended and renumbered by Act 2009-513, p. 967, §260.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8/article-7/section-10a-8-7-05/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8 - General Partnerships.›Article 7 - Partner's Dissociation When Business Not Wound Up.›Section 10A-8-7.05 - Continued Use of Partnership Name.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8 - General Partnerships. › Article 7 - Partner's Dissociation When Business Not Wound Up. › Section 10A-8-7.05 - Continued Use of Partnership Name.
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Section 10A-8-7.05
Continued use of partnership name.
REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(Acts 1996, No. 96-528, p. 685, §1; §10-8A-705; amended and renumbered by Act 2009-513, p. 967, §260.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8/article-8/section-10a-8-8-01/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8 - General Partnerships.›Article 8 - Winding Up Partnership Business.›Section 10A-8-8.01 - Events Causing Dissolution and Winding Up of Partnership Business.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8 - General Partnerships. › Article 8 - Winding Up Partnership Business. › Section 10A-8-8.01 - Events Causing Dissolution and Winding Up of Partnership Business.
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Section 10A-8-8.01
Events causing dissolution and winding up of partnership business.
REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(Acts 1996, No. 96-528, p. 685, §1; §10-8A-801; amended and renumbered by Act 2009-513, p. 967, §262.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8/article-8/section-10a-8-8-02/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8 - General Partnerships.›Article 8 - Winding Up Partnership Business.›Section 10A-8-8.02 - Partnership Continues After Dissolution.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8 - General Partnerships. › Article 8 - Winding Up Partnership Business. › Section 10A-8-8.02 - Partnership Continues After Dissolution.
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Section 10A-8-8.02
Partnership continues after dissolution.
REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(Acts 1996, No. 96-528, p. 685, §1; §10-8A-802; amended and renumbered by Act 2009-513, p. 967, §262.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8/article-8/section-10a-8-8-03/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8 - General Partnerships.›Article 8 - Winding Up Partnership Business.›Section 10A-8-8.03 - Right to Wind Up Partnership Business.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8 - General Partnerships. › Article 8 - Winding Up Partnership Business. › Section 10A-8-8.03 - Right to Wind Up Partnership Business.
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Section 10A-8-8.03
Right to wind up partnership business.
REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(Acts 1996, No. 96-528, p. 685, §1; §10-8A-803; amended and renumbered by Act 2009-513, p. 967, §262.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8/article-8/section-10a-8-8-04/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8 - General Partnerships.›Article 8 - Winding Up Partnership Business.›Section 10A-8-8.04 - Partner's Power to Bind Partnership After Dissolution.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8 - General Partnerships. › Article 8 - Winding Up Partnership Business. › Section 10A-8-8.04 - Partner's Power to Bind Partnership After Dissolution.
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Section 10A-8-8.04
Partner's power to bind partnership after dissolution.
REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(Acts 1996, No. 96-528, p. 685, §1; §10-8A-804; amended and renumbered by Act 2009-513, p. 967, §262.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8/article-8/section-10a-8-8-05/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8 - General Partnerships.›Article 8 - Winding Up Partnership Business.›Section 10A-8-8.05 - Statement of Dissolution.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8 - General Partnerships. › Article 8 - Winding Up Partnership Business. › Section 10A-8-8.05 - Statement of Dissolution.
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Section 10A-8-8.05
Statement of dissolution.
REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(Acts 1996, No. 96-528, p. 685, §1; §10-8A-805; amended and renumbered by Act 2009-513, p. 967, §262.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8/article-8/section-10a-8-8-06/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8 - General Partnerships.›Article 8 - Winding Up Partnership Business.›Section 10A-8-8.06 - Partner's Liability to Other Partners After Dissolution.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8 - General Partnerships. › Article 8 - Winding Up Partnership Business. › Section 10A-8-8.06 - Partner's Liability to Other Partners After Dissolution.
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Section 10A-8-8.06
Partner's liability to other partners after dissolution.
REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(Acts 1996, No. 96-528, p. 685, §1; §10-8A-806; amended and renumbered by Act 2009-513, p. 967, §262.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8/article-8/section-10a-8-8-07/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8 - General Partnerships.›Article 8 - Winding Up Partnership Business.›Section 10A-8-8.07 - Settlement of Accounts and Contributions Among Partners.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8 - General Partnerships. › Article 8 - Winding Up Partnership Business. › Section 10A-8-8.07 - Settlement of Accounts and Contributions Among Partners.
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Section 10A-8-8.07
Settlement of accounts and contributions among partners.
REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(Acts 1996, No. 96-528, p. 685, §1; §10-8A-807; amended and renumbered by Act 2009-513, p. 967, §262.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8/article-10/section-10a-8-10-01/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8 - General Partnerships.›Article 10 - Registered Limited Liability Partnership.›Section 10A-8-10.01 - Registered Limited Liability Partnerships.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8 - General Partnerships. › Article 10 - Registered Limited Liability Partnership. › Section 10A-8-10.01 - Registered Limited Liability Partnerships.
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Section 10A-8-10.01
Registered limited liability partnerships.
REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(Acts 1996, No. 96-528, p. 685, §1; §10-8A-1001; amended and renumbered by Act 2009-513, p. 967, §266.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8/article-10/section-10a-8-10-04/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8 - General Partnerships.›Article 10 - Registered Limited Liability Partnership.›Section 10A-8-10.04 - Admissibility of Registration Information.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8 - General Partnerships. › Article 10 - Registered Limited Liability Partnership. › Section 10A-8-10.04 - Admissibility of Registration Information.
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Section 10A-8-10.04
Admissibility of registration information.
REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(Acts 1996, No. 96-528, p. 685, §1; §10-8A-1004; amended and renumbered by Act 2009-513, p. 967, §268.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8/article-10/section-10a-8-10-05/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8 - General Partnerships.›Article 10 - Registered Limited Liability Partnership.›Section 10A-8-10.05 - Cancellation of a Registered Limited Liability Partnership.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8 - General Partnerships. › Article 10 - Registered Limited Liability Partnership. › Section 10A-8-10.05 - Cancellation of a Registered Limited Liability Partnership.
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Section 10A-8-10.05
Cancellation of a registered limited liability partnership.
REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(Acts 1996, No. 96-528, p. 685, §1; §10-8A-1005; amended and renumbered by Act 2009-513, p. 967, §268.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8/article-10/section-10a-8-10-06/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8 - General Partnerships.›Article 10 - Registered Limited Liability Partnership.›Section 10A-8-10.06 - Registration of Foreign Registered Limited Liability Partnerships.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8 - General Partnerships. › Article 10 - Registered Limited Liability Partnership. › Section 10A-8-10.06 - Registration of Foreign Registered Limited Liability Partnerships.
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Section 10A-8-10.06
Registration of foreign registered limited liability partnerships.
REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(Acts 1996, No. 96-528, p. 685, §1; §10-8A-1006; amended and renumbered by Act 2009-513, p. 967, §268.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8/article-10/section-10a-8-10-07/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8 - General Partnerships.›Article 10 - Registered Limited Liability Partnership.›Section 10A-8-10.07 - Withdrawal of a Qualified Foreign Registered Limited Liability Partnership.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8 - General Partnerships. › Article 10 - Registered Limited Liability Partnership. › Section 10A-8-10.07 - Withdrawal of a Qualified Foreign Registered Limited Liability Partnership.
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Section 10A-8-10.07
Withdrawal of a qualified foreign registered limited liability partnership.
REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(Acts 1996, No. 96-528, p. 685, §1; §10-8A-1007; amended and renumbered by Act 2009-513, p. 967, §268.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8/article-10/section-10a-8-10-08/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8 - General Partnerships.›Article 10 - Registered Limited Liability Partnership.›Section 10A-8-10.08 - Effect of Failure of Foreign Registered Limited Liability Partnership to Regis...
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8 - General Partnerships. › Article 10 - Registered Limited Liability Partnership. › Section 10A-8-10.08 - Effect of Failure of Foreign Registered Limited Liability Partnership to Register.
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Section 10A-8-10.08
Effect of failure of foreign registered limited liability partnership to register.
REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(Acts 1996, No. 96-528, p. 685, §1; §10-8A-1008; amended and renumbered by Act 2009-513, p. 967, §268.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8/article-10/section-10a-8-10-09/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8 - General Partnerships.›Article 10 - Registered Limited Liability Partnership.›Section 10A-8-10.09 - Applicability of Article to Foreign and Interstate Commerce
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8 - General Partnerships. › Article 10 - Registered Limited Liability Partnership. › Section 10A-8-10.09 - Applicability of Article to Foreign and Interstate Commerce
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Section 10A-8-10.09
Applicability of article to foreign and interstate commerce
REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(Acts 1996, No. 96-528, p. 685, §1; §10-8A-1009; amended and renumbered by Act 2009-513, p. 967, §268.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8/article-10/section-10a-8-10-10/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8 - General Partnerships.›Article 10 - Registered Limited Liability Partnership.›Section 10A-8-10.10 - Professional Registered Limited Liability Partnership Provisions.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8 - General Partnerships. › Article 10 - Registered Limited Liability Partnership. › Section 10A-8-10.10 - Professional Registered Limited Liability Partnership Provisions.
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Section 10A-8-10.10
Professional registered limited liability partnership provisions.
REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(Acts 1996, No. 96-528, p. 685, §1; §10-8A-1010; amended and renumbered by Act 2009-513, p. 967, §268.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8/article-11/section-10a-8-11-01/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8 - General Partnerships.›Article 11 - Miscellaneous Provisions.›Section 10A-8-11.01 - Uniformity of Application and Construction.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8 - General Partnerships. › Article 11 - Miscellaneous Provisions. › Section 10A-8-11.01 - Uniformity of Application and Construction.
|
Section 10A-8-11.01
Uniformity of application and construction.
REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(Acts 1996, No. 96-528, p. 685, §1; §10-8A-1101; amended and renumbered by Act 2009-513, p. 967, §270.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8/article-11/section-10a-8-11-02/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8 - General Partnerships.›Article 11 - Miscellaneous Provisions.›Section 10A-8-11.02 - Savings Clause.
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8 - General Partnerships. › Article 11 - Miscellaneous Provisions. › Section 10A-8-11.02 - Savings Clause.
|
Section 10A-8-11.02
Savings clause.
REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(Acts 1996, No. 96-528, p. 685, §1; §10-8A-1107; amended and renumbered by Act 2009-513, p. 967, §272.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-8/article-11/section-10a-8-11-03/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8 - General Partnerships.›Article 11 - Miscellaneous Provisions.›Section 10A-8-11.03 - Composite Returns.
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8 - General Partnerships. › Article 11 - Miscellaneous Provisions. › Section 10A-8-11.03 - Composite Returns.
|
Section 10A-8-11.03
Composite returns.
REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(Acts 1996, No. 96-528, p. 685, §1; §10-8A-1108; amended and renumbered by Act 2009-513, p. 967, §272.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-8/article-11/section-10a-8-11-04/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8 - General Partnerships.›Article 11 - Miscellaneous Provisions.›Section 10A-8-11.04 - Taxation of Registered Limited Liability Partnership.
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8 - General Partnerships. › Article 11 - Miscellaneous Provisions. › Section 10A-8-11.04 - Taxation of Registered Limited Liability Partnership.
|
Section 10A-8-11.04
Taxation of registered limited liability partnership.
REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(Acts 1996, No. 96-528, p. 685, §1; §10-8A-1109; amended and renumbered by Act 2009-513, p. 967, §272.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-8a/article-1/section-10a-8a-1-01/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8A - Alabama Partnership Law›Article 1 - General Provisions.›Section 10A-8A-1.01 - Short Title.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 1 - General Provisions. › Section 10A-8A-1.01 - Short Title.
|
Section 10A-8A-1.01
Short title.
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.
(Act 2018-125, §7.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8a/article-1/section-10a-8a-1-02/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8A - Alabama Partnership Law›Article 1 - General Provisions.›Section 10A-8A-1.02 - Definitions.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 1 - General Provisions. › Section 10A-8A-1.02 - Definitions.
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Section 10A-8A-1.02
Definitions.
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 provided in Section 10A-8A-4.09(f), means a transfer of money or other property from a partnership to another person on account of a transferable interest.
(4) FOREIGN LIMITED LIABILITY PARTNERSHIP means a foreign partnership whose partners have limited liability for the debts, obligations, or other liabilities of the foreign partnership under a provision similar to Section 10A-8A-3.06(c).
(5) FOREIGN PARTNERSHIP means a partnership governed by the laws of a jurisdiction other than this state which would be a partnership if governed by the laws of this state. The term includes a foreign limited liability partnership.
(6) LIMITED LIABILITY PARTNERSHIP, except in the phrase "foreign limited liability partnership", means a partnership that has filed a statement of limited liability partnership under Section 10A-8A-10.01, and does not have a similar statement in effect in any other jurisdiction.
(7) NOT FOR PROFIT ACTIVITY includes every undertaking not for profit.
(8) PARTNER means a person that:
(A) has become a partner in a partnership under Section 10A-8A-4.02 or was a partner in a partnership when the partnership became subject to this chapter; and
(B) has not dissociated as a partner under Section 10A-8A-6.01.
(9) PARTNERSHIP means an entity that is formed under this chapter or that is governed by this chapter. The term includes, for all purposes of the laws of this state, a limited liability partnership.
(10) PARTNERSHIP AGREEMENT means any agreement (whether referred to as a partnership agreement or otherwise), written, oral or implied, of the partners as to the business or not for profit activity of a partnership. The partnership agreement includes any amendments to the partnership agreement.
(11) PARTNERSHIP AT WILL means a partnership in which the partners have not agreed to remain partners until the expiration of a definite term or the completion of a particular undertaking.
(12) PERSON DISSOCIATED AS A PARTNER means a person dissociated as a partner of a partnership.
(13) QUALIFIED PERSON, with respect to a partnership rendering professional services in this state, means a person authorized by this state or a regulatory authority of this state to own a transferable interest in that partnership.
(14) REQUIRED INFORMATION means the information that a partnership is required to maintain under Section 10A-8A-1.11.
(15) STATEMENT means a statement of partnership under Section 10A-8A-2.02, a statement of not for profit partnership under Section 10A-8A-2.02, a statement of authority under Section 10A-8A-3.03, a statement of denial under Section 10A-8A-3.04, a statement of dissociation under Section 10A-8A-7.04, a statement of dissolution under Section 10A-8A-8.02 or under Section 10A-8A-8.03, a certificate of reinstatement under Section 10A-8A-8.11, a statement of limited liability partnership under Section 10A-8A-10.01, a statement of cancellation under Section 10A-8A-10.01, or any other document required or permitted to be delivered to the Secretary of State for filing under this chapter, or an amendment or cancellation of any of the foregoing.
(16) TRANSFER means an assignment, conveyance, deed, bill of sale, lease, mortgage, security interest, encumbrance, gift, or transfer by operation of law.
(17) TRANSFERABLE INTEREST means a partner's right to receive distributions from a partnership.
(18) TRANSFEREE means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a partner.
(Act 2018-125, §7; Act 2019-304, §1; Act 2021-299, §5.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8A - Alabama Partnership Law›Article 1 - General Provisions.›Section 10A-8A-1.03 - Knowledge and Notice.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 1 - General Provisions. › Section 10A-8A-1.03 - Knowledge and Notice.
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Section 10A-8A-1.03
Knowledge and notice.
(a) A person knows a fact when the person:
(1) has actual knowledge of it; or
(2) is deemed to know it under law other than this chapter.
(b) A person has notice of a fact when the person:
(1) knows of it;
(2) receives notice of it;
(3) has reason to know the fact from all of the facts known to the person at the time in question; or
(4) is deemed to have notice of the fact under subsection (d).
(c) A person notifies or gives notice to another person by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person knows the fact.
(d) A person is deemed to have notice of a partnership's:
(1) statement of partnership, 90 days after a statement of partnership under Section 10A-8A-2.02 becomes effective;
(2) statement of not for profit partnership, 90 days after a statement of not for profit partnership under Section 10A-8A-2.02 becomes effective;
(3) statement of authority, with respect to:
(i) authority not involving property and
(ii) property other than real property, 90 days after a statement of authority under Section 10A-8A-3.03 becomes effective; and with respect to real property in accordance with Section 10A-8A-3.03(g);
(4) statement of denial, with respect to property other than real property, 90 days after a statement of denial under Section 10A-8A-3.04 becomes effective;
(5) dissociation, 90 days after a statement of dissociation under Section 10A-9A-7.04 becomes effective;
(6) dissolution, 90 days after a statement of dissolution under Section 10A-9A-8.02 or Section 10A-9A-8.03 becomes effective;
(7) reinstatement, 90 days after a certificate of reinstatement under Section 10A-9A-8.11 becomes effective;
(8) merger or conversion under Article 9 or under Article 8 of Chapter 1, 90 days after the statement of merger or conversion becomes effective;
(9) statement of limited liability partnership, 90 days after a statement of limited liability partnership under Section 10A-8A-10.01 becomes effective; or
(10) statement of cancellation, 90 days after a statement of cancellation under Section 10A-8A-10.01 becomes effective.
(e) A partner's knowledge, notice, or receipt of notice of a fact relating to the partnership is effective immediately as knowledge of, notice to, or receipt of notice by the partnership, except in the case of a fraud on the partnership committed by or with the consent of that partner.
(Act 2018-125, §7.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8a/article-1/section-10a-8a-1-04/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8A - Alabama Partnership Law›Article 1 - General Provisions.›Section 10A-8A-1.04 - Nature and Purpose.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 1 - General Provisions. › Section 10A-8A-1.04 - Nature and Purpose.
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Section 10A-8A-1.04
Nature and purpose.
(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 partnership under Section 10A-8A-10.01 stating that the partnership is a limited liability partnership. A partner has no interest in any specific property of a partnership.
(b) A partnership may carry on any lawful business and may carry on any lawful not for profit activity if it complies with Section 10A-8A-2.02(b).
(Act 2018-125, §7.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8A - Alabama Partnership Law›Article 1 - General Provisions.›Section 10A-8A-1.05 - Powers; Indemnification.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 1 - General Provisions. › Section 10A-8A-1.05 - Powers; Indemnification.
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Section 10A-8A-1.05
Powers; indemnification.
(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 the conduct, promotion, or attainment of the business or not for profit activity of the partnership and including the power to sue, be sued, and defend in its own name and to maintain an action against a partner for harm caused to the partnership by a breach of the partnership agreement or violation of a duty to the partnership.
(b) A partnership may indemnify and hold harmless a partner or other person, pay in advance or reimburse expenses incurred by a partner or other person, and purchase and maintain insurance on behalf of a partner or other person.
(Act 2018-125, §7.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8A - Alabama Partnership Law›Article 1 - General Provisions.›Section 10A-8A-1.06 - Governing Law.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 1 - General Provisions. › Section 10A-8A-1.06 - Governing Law.
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Section 10A-8A-1.06
Governing law.
(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) The law of this state governs the (i) internal affairs of a limited liability partnership, including the relations among the partners and between the partners and the partnership, (ii) the liability of a partner as a partner for the debts, obligations, or other liabilities of a limited liability partnership, and (iii) the authority of the partners of a limited liability partnership.
(c) The law of the jurisdiction in which a foreign limited liability partnership has filed its statement of limited liability partnership or similar writing governs the (i) internal affairs of that foreign limited liability partnership, including the relations among the partners and between the partners and the partnership, (ii) the liability of a partner as a partner for the debts, obligations, or other liabilities of a foreign limited liability partnership, and (iii) the authority of the partners of a foreign limited liability partnership.
(d) If (i) a partnership agreement provides for the application of the laws of this state, and (ii) the partnership delivers to the Secretary of State for filing a statement of partnership in accordance with Section 10A-8A-2.02(a), a statement of not for profit partnership in accordance with Section 10A-8A-2.02(b), or a statement of limited liability partnership in accordance with Section 10A-8A-10.01, then the partnership agreement shall be governed by and construed under the laws of this state.
(Act 2018-125, §7.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8A - Alabama Partnership Law›Article 1 - General Provisions.›Section 10A-8A-1.07 - Supplemental Principles of Law; Rate of Interest.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 1 - General Provisions. › Section 10A-8A-1.07 - Supplemental Principles of Law; Rate of Interest.
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Section 10A-8A-1.07
Supplemental principles of law; rate of interest.
(a) It is the policy of this chapter and this state to give maximum effect to the principles of freedom of contract and to the enforceability of partnership agreements.
(b) Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.
(c) If an obligation to pay interest arises under this chapter and the rate is not specified, the rate is the applicable federal rate as determined from time to time by the United States Treasury pursuant to 26 U.S.C. §1274(d) or any successor law.
(d) The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this chapter.
(e) The use of any gender shall be applicable to all genders. The captions contained in this chapter are for purposes of convenience only and shall not control or affect the construction of this chapter.
(f) Sections 7-9A-406 and 7-9A-408 of the Uniform Commercial Code, and all successor statutes thereto, do not apply to any interest in a partnership, including all rights, powers, and interests arising under a partnership agreement or this chapter. This provision prevails over Sections 7-9A-406 and 7-9A-408 of the Uniform Commercial Code, and all successor statutes thereto, and is expressly intended to permit the enforcement of the provisions of a partnership agreement that would otherwise be ineffective under Sections 7-9A-406 and 7-9A-408 of the Uniform Commercial Code, and all successor statutes thereto.
(g) Division E of Article 3 of Chapter 1 shall have no application to this chapter.
(h) The terms president, vice-president, secretary, and treasurer, as defined in Chapter 1, shall have no application to this chapter.
(i) Section 10A-1-2.13(c) shall have no application to this chapter.
(Act 2018-125, §7.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8A - Alabama Partnership Law›Article 1 - General Provisions.›Section 10A-8A-1.08 - Effect of Partnership Agreement; Nonwaivable Provisions.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 1 - General Provisions. › Section 10A-8A-1.08 - Effect of Partnership Agreement; Nonwaivable Provisions.
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Section 10A-8A-1.08
Effect of partnership agreement; nonwaivable provisions.
(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 described in subsection (a)(1), this chapter governs the matter.
(b)(1) To the extent that, at law or in equity, a partner or other person has duties, including fiduciary duties, to a partnership or to another partner or to another person that is a party to or is otherwise bound by a partnership agreement, the partner's or other person's duties may be expanded or restricted or eliminated by provisions in a written partnership agreement, but the implied contractual covenant of good faith and fair dealing may not be eliminated.
(2) A written partnership agreement may provide for the limitation or elimination of any and all liabilities for breach of contract and breach of duties, including fiduciary duties, of a partner or other person to a partnership or to another partner or to another person that is a party to or is otherwise bound by a partnership agreement, but a partnership agreement may not limit or eliminate liability for any act or omission that constitutes a bad faith violation of the implied contractual covenant of good faith and fair dealing.
(3) A partner or other person shall not be liable to a partnership or to another partner or to another person that is a party to or is otherwise bound by a partnership agreement for breach of fiduciary duty for the partner's or other person's good faith reliance on the partnership agreement.
(4) A partnership agreement may provide that:
(A) a partner or transferee who fails to perform in accordance with, or to comply with the terms and conditions of, the partnership agreement shall be subject to specified penalties or specified consequences; and
(B) at the time or upon the happening of events specified in the partnership agreement, a partner or transferee may be subject to specified penalties or specified consequences.
(5) A penalty or consequence that may be specified under paragraph (4) of this subsection may include and take the form of reducing or eliminating the defaulting partner's or transferee's proportionate transferable interest in a partnership, subordinating the partner's or transferee's transferable interest to that of non-defaulting partners or transferees, forcing a sale of that transferable interest, forfeiting the defaulting partner's or transferee's transferable interest, the lending by other partners or transferees of the amount necessary to meet the defaulting partner's or transferee's commitment, a fixing of the value of the defaulting partner's or transferee's transferable interest by appraisal or by formula and redemption or sale of the transferable interest at that value, or other penalty or consequence.
(6) A written partnership agreement may supersede, in whole or in part, the provisions of Division C and Division D of Article 3 of Chapter 1.
(c) A partnership agreement may not:
(1) vary the nature of the partnership as a separate legal entity under Section 10A-8A-1.04(a);
(2) vary a partnership's power under Section 10A-8A-1.05 to sue, be sued, and defend in its own name;
(3) vary the law applicable to a limited liability partnership under Section 10A-8A-1.06;
(4) restrict rights under this chapter of a person other than a partner, a dissociated partner, or a transferee;
(5) vary the requirements of Section 10A-8A-2.03;
(6) unreasonably restrict the right of access to books and records under Section 10A-8A-4.10, but the partnership agreement may impose reasonable restrictions on the availability and use of information obtained under those sections and may define appropriate remedies, including liquidated damages, for a breach of any reasonable restriction on use;
(7) eliminate the implied contractual covenant of good faith and fair dealing as provided under Section 10A-8A-1.08(b)(1);
(8) eliminate or limit the liability of a partner or other person for any act or omission that constitutes a bad faith violation of the implied contractual covenant of good faith and fair dealing as provided under Section 10A-8A-1.08(b)(2);
(9) waive the requirements of Section 10A-8A-4.04(e);
(10) reduce the limitations period specified under Section 10A-8A-4.09(e) for an action commenced under other applicable law;
(11) waive the prohibition on issuance of a certificate of a transferable interest in bearer form under Section 10A-8A-5.02(c);
(12) vary the power of a person to dissociate as a partner under Section 10A-8A-6.02(a) except that the partnership agreement may require that the notice under Section 10A-8A-6.01(1) be in a writing or in a specific form thereof;
(13) vary the right of a court to expel a partner in the events specified in Section 10A-8A-6.01(5);
(14) vary the power of a court to decree dissolution in the circumstances specified in Section 10A-8A-8.01(4) or (5);
(15) vary the requirement to wind up the partnership's business or not for profit activity as specified in Section 10A-8A-8.01(4), (5), (6), or (7);
(16) vary the right of a partner to approve or consent to the cancellation of a statement of limited liability partnership as specified in Section 10A-8A-10.01(m); or
(17) vary the rights of a partner under Section 10A-8A-9.10.
(Act 2018-125, §7.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8A - Alabama Partnership Law›Article 1 - General Provisions.›Section 10A-8A-1.09 - Partnership Agreement; Effect on Partnership and Persons Admitted as Partners.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 1 - General Provisions. › Section 10A-8A-1.09 - Partnership Agreement; Effect on Partnership and Persons Admitted as Partners.
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Section 10A-8A-1.09
Partnership agreement; effect on partnership and persons admitted as 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 partnership agreement except as provided in Section 10A-8A-5.02(g).
(c) Two or more persons intending to be the initial partners of a partnership may make an agreement providing that upon the formation of the partnership, the agreement will become the partnership agreement.
(Act 2018-125, §7.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8a/article-1/section-10a-8a-1-10/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8A - Alabama Partnership Law›Article 1 - General Provisions.›Section 10A-8A-1.10 - Partnership Agreement; Effect on Third Parties and Relationship to Writings Ef...
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 1 - General Provisions. › Section 10A-8A-1.10 - Partnership Agreement; Effect on Third Parties and Relationship to Writings Effective on Behalf of Partnership.
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Section 10A-8A-1.10
Partnership agreement; Effect on third parties and relationship to 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 only in that manner or as otherwise permitted by law, except that the approval of any person may be waived by that person and any conditions may be waived by all persons for whose benefit those conditions were intended.
(b) A partnership agreement may provide rights to any person, including a person who is not a party to the partnership agreement, to the extent set forth in the partnership agreement.
(c) The obligations of a partnership and its partners to a person in the person's capacity as a transferee or dissociated partner are governed by the partnership agreement. A transferee and a dissociated partner are bound by the partnership agreement.
(d) If a writing that has been delivered by a partnership for filing in accordance with Chapter 1 and has become effective conflicts with a provision of the partnership agreement:
(1) the partnership agreement prevails as to partners, dissociated partners, and transferees; and
(2) the writing prevails as to other persons to the extent they reasonably rely on the writing.
(Act 2018-125, §7.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8A - Alabama Partnership Law›Article 1 - General Provisions.›Section 10A-8A-1.11 - Required Information.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 1 - General Provisions. › Section 10A-8A-1.11 - Required Information.
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Section 10A-8A-1.11
Required information.
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 returns and reports, if any, for the three most recent years.
(4) Copies of the then effective partnership agreement and any amendment thereto, in each case to the extent made in a writing.
(5) Copies of any financial statement of the partnership for the three most recent years.
(6) Unless contained in a partnership agreement made in a writing, a writing stating:
(A) the amount of cash, and a description and statement of the agreed value of the other benefits, contributed and agreed to be contributed by each partner;
(B) the times at which, or events on the happening of which, any additional contributions agreed to be made by each partner are to be made; and
(C) any events upon the happening of which the partnership is to be dissolved and its business or not for profit activity wound up.
(Act 2018-125, §7.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8A - Alabama Partnership Law›Article 1 - General Provisions.›Section 10A-8A-1.12 - Transactions of Partner With Partnership.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 1 - General Provisions. › Section 10A-8A-1.12 - Transactions of Partner With Partnership.
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Section 10A-8A-1.12
Transactions of partner with partnership.
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.
(Act 2018-125, §7.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8A - Alabama Partnership Law›Article 1 - General Provisions.›Section 10A-8A-1.13 - Consent and Proxies of Partners.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 1 - General Provisions. › Section 10A-8A-1.13 - Consent and Proxies of Partners.
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Section 10A-8A-1.13
Consent and proxies of partners.
Action requiring the consent of partners under this chapter may be taken without a meeting, and a partner may appoint a proxy to consent or otherwise act for the partner by signing a writing of appointment, either personally or by the partner's attorney in fact.
(Act 2018-125, §7.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8A - Alabama Partnership Law›Article 2 - Formation of Partnership; Property.›Section 10A-8A-2.01 - Formation of Partnership.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 2 - Formation of Partnership; Property. › Section 10A-8A-2.01 - Formation of Partnership.
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Section 10A-8A-2.01
Formation of partnership.
(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 partnership when (A) the persons intend to form a partnership and (B) the persons deliver to the Secretary of State for filing a statement of not for profit partnership in accordance with Section 10A-8A-2.02(b) setting forth their intention to form a partnership to carry on a not for profit activity.
(b) An association formed under a statute other than this chapter, a predecessor statute, or a comparable statute of another jurisdiction is not a partnership under this chapter.
(c) In determining whether a partnership is formed under Section 10A-8A-2.01(a)(1), the following rules apply:
(1) Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common property, or part ownership does not by itself establish a partnership, even if the co-owners share profits made by the use of the property.
(2) The sharing of gross returns does not by itself establish a partnership, even if the persons sharing them have a joint or common right or interest in property from which the returns are derived.
(3) A person who receives a share of the profits of a business is presumed to be a partner in the business, unless the profits were received in payment:
(i) of a debt by installments or otherwise;
(ii) for services as an independent contractor or of wages or other compensation to an employee;
(iii) of rent;
(iv) of an annuity or other retirement or health benefit to a beneficiary, representative, or designee of a deceased or retired partner;
(v) of interest or other charge on a loan, even if the amount of payment varies with the profits of the business, including a direct or indirect present or future ownership of the collateral, or rights to income, proceeds, or increase in value derived from the collateral; or
(vi) for the sale of the goodwill of a business or other property by installments or otherwise.
(Act 2018-125, §7.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8A - Alabama Partnership Law›Article 2 - Formation of Partnership; Property.›Section 10A-8A-2.02 - Statement of Partnership; Statement of Not for Profit Partnership.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 2 - Formation of Partnership; Property. › Section 10A-8A-2.02 - Statement of Partnership; Statement of Not for Profit Partnership.
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Section 10A-8A-2.02
Statement of partnership; statement of not for profit partnership.
(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 the purpose of having its partnership agreement governed by the laws of this state in accordance with Section 10A-8A-1.06(d) and providing notice of its existence in accordance with Section 10A-8A-1.03(d)(1). A statement of partnership must contain all of the following:
(1) the name of the partnership which name must comply with Article 5 of Chapter 1;
(2) the date that the partnership was formed pursuant to, or became governed by, the laws of this state;
(3) the street and mailing address of its principal office;
(4) the street and mailing address of a registered office and the name of the registered agent at that office for service of process in this state which the partnership shall be required to maintain;
(5) a statement that the partnership was formed for the purpose of carrying out a for profit business;
(6) a statement that the partnership has two or more partners; and
(7) a statement that the partnership agreement is governed by the laws of this state, and if the partnership agreement is a written partnership agreement, a declaration that the written partnership agreement has a provision stating that the partnership agreement is governed by the laws of this state.
(b) A partnership other than a partnership that has an effective statement of 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 not for profit partnership for the purpose of setting forth the partners' intention to form a partnership to carry on a not for profit activity in accordance with Section 10A-8A-2.01(a)(2), having its partnership agreement governed by the laws of this state in accordance with Section 10A-8A-1.06(d), and providing notice of its existence in accordance with Section 10A-8A-1.03(d)(2). A statement of not for profit partnership must contain all of the following:
(1) the name of the partnership which name must comply with Article 5 of Chapter 1;
(2) the date that the partnership was formed pursuant to, or became governed by, the laws of this state;
(3) the street and mailing address of its principal office;
(4) the street and mailing address of a registered office and the name of the registered agent at that office for service of process in this state which the partnership shall be required to maintain;
(5) a statement that the partnership was formed for the purpose of carrying out a not for profit activity in accordance with Section 10A-8A-2.01(a)(2);
(6) a statement that the partnership has two or more partners; and
(7) a statement that the partnership agreement is governed by the laws of this state, and if the partnership agreement is a written partnership agreement, a declaration that the written partnership agreement has a provision stating that the partnership agreement is governed by the laws of this state.
(c) A statement of partnership and a statement of not for profit partnership may be amended or restated from time to time in accordance with Section 10A-1-4.26.
(d) A statement of partnership and a statement of not for profit partnership shall be executed by two or more partners authorized to execute the statement of partnership or statement of not for profit partnership.
(e) A statement of partnership and a statement of not for profit partnership shall be accompanied by a fee for the Secretary of State in the amount prescribed by Section 10A-1-4.31.
(f) If a partnership complies with this section, the Secretary of State shall file the statement of partnership or the statement of not for profit partnership, as applicable.
(g) A statement of partnership or a statement of not for profit partnership, as applicable, takes effect as determined under Article 4 of Chapter 1.
(h) A partnership that has filed a statement of partnership is for all purposes the same entity that existed before the statement of partnership was filed and continues to be a partnership under the laws of this state.
(i) A statement of partnership and a statement of not for profit partnership are filing instruments for the purposes of Chapter 1.
(Act 2018-125, §7.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8a/article-2/section-10a-8a-2-03/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8A - Alabama Partnership Law›Article 2 - Formation of Partnership; Property.›Section 10A-8A-2.03 - Execution, Filing, and Recording of Statements.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 2 - Formation of Partnership; Property. › Section 10A-8A-2.03 - Execution, Filing, and Recording of Statements.
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Section 10A-8A-2.03
Execution, filing, and recording of statements.
(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 statement that is filed in an office in another jurisdiction may be delivered to the Secretary of State for filing, and once filed by the Secretary of State, in the case of a statement of authority which is intended to have a similar effect to that of a statement of authority under Section 10A-8A-3.03(f) or (g), may be delivered to the judge of probate for filing in accordance with Section 10A-8A-3.03(f) or (g). Either filing has the effect provided in this chapter with respect to partnership property located in or transactions that occur in this state.
(b) A certified copy of statement of authority filed in the office of the Secretary of State and delivered to the judge of probate for filing in the county or counties in which the partnership has real property, without more, shall have the effect of a recorded statement under this chapter with respect to real property located in that county or those counties. Any statement of authority recorded under the preceding sentence that is not a certified copy of a statement of authority filed in the office of the Secretary of State does not have the effect provided for recorded statements of authority in this chapter.
(c) Except as specifically provided otherwise in this chapter, a statement filed by a partnership must be executed by at least two partners. Other statements must be executed by a partner or other person authorized by this chapter. An individual who executes a statement as, or on behalf of, a partner or other person named as a partner in a statement shall personally declare under penalty of perjury that the contents of the statement are accurate.
(d) Except as specifically provided otherwise in this chapter, a person authorized by this chapter to file a statement may amend or cancel the statement by filing an amendment or cancellation that names the partnership, identifies the statement, and states the substance of the amendment or cancellation.
(e) A person who files a statement pursuant to this section shall promptly send a copy of the statement to every partner and to any other person named in the statement. Failure to send a copy of a statement to a partner or other person does not limit the effectiveness of the statement as to a person not a partner.
(f) The Secretary of State may collect a fee for filing or providing a certified copy of a statement in the amount prescribed in Section 10A-1-4.31. The office of the judge of probate may collect a fee for recording a certified copy of statement in the amount prescribed in Section 10A-1-4.31.
(g) Each statement permitted or required under this chapter to be delivered for filing to the Secretary of State or judge of probate is a filing instrument.
(Act 2018-125, §7.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8a/article-2/section-10a-8a-2-04/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8A - Alabama Partnership Law›Article 2 - Formation of Partnership; Property.›Section 10A-8A-2.04 - Partnership Property.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 2 - Formation of Partnership; Property. › Section 10A-8A-2.04 - Partnership Property.
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Section 10A-8A-2.04
Partnership property.
Property acquired by a partnership is property of the partnership and not of the partners individually.
(Act 2018-125, §7.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8a/article-2/section-10a-8a-2-05/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8A - Alabama Partnership Law›Article 2 - Formation of Partnership; Property.›Section 10A-8A-2.05 - When Property Is Partnership Property.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 2 - Formation of Partnership; Property. › Section 10A-8A-2.05 - When Property Is Partnership Property.
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Section 10A-8A-2.05
When property is partnership property.
(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 indication of the name of the partnership.
(b) Property is acquired in the name of the partnership by a transfer to:
(1) the partnership in its name; or
(2) one or more partners in their capacity as partners in the partnership, if the name of the partnership is indicated in the instrument transferring title to the property.
(c) Property is presumed to be partnership property if purchased with partnership assets, even if not acquired in the name of the partnership or of 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.
(d) Property acquired in the name of one or more of the partners, without 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 and without use of partnership assets, is presumed to be separate property, even if used for partnership purposes.
(Act 2018-125, §7.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8a/article-3/section-10a-8a-3-01/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8A - Alabama Partnership Law›Article 3 - Relations of Partners to Persons Dealing With Partnership.›Section 10A-8A-3.01 - Partner Agent of Partnership.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 3 - Relations of Partners to Persons Dealing With Partnership. › Section 10A-8A-3.01 - Partner Agent of Partnership.
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Section 10A-8A-3.01
Partner agent of partnership.
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 apparently carrying on in the ordinary course the partnership business or not for profit activity, or business or not for profit activity of the kind carried on by the partnership, binds the partnership, unless the partner had no authority to act for the partnership in the particular matter and the person with whom the partner was dealing knew or had notice that the partner lacked authority.
(2) An act of a partner which is not apparently for carrying on in the ordinary course the partnership business or not for profit activity, or business or not for profit activity of the kind carried on by the partnership, binds the partnership only if the act was authorized by the other partners.
(Act 2018-125, §7.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8a/article-3/section-10a-8a-3-02/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8A - Alabama Partnership Law›Article 3 - Relations of Partners to Persons Dealing With Partnership.›Section 10A-8A-3.02 - Transfer of Partnership Property.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 3 - Relations of Partners to Persons Dealing With Partnership. › Section 10A-8A-3.02 - Transfer of Partnership Property.
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Section 10A-8A-3.02
Transfer of partnership property.
(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 partnership name.
(2) Partnership property held in the name of one or more partners with an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, but without an indication of the name of the partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held.
(3) Partnership property held in the name of one or more persons other than the partnership, without an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held.
(b) A partnership may recover partnership property from a transferee only if it proves that execution of the instrument of initial transfer did not bind the partnership under Section 10A-8A-3.01 and:
(1) as to a subsequent transferee who gave value for property transferred under subsections (a)(1) and (2), proves that the subsequent transferee knew or had received notice that the person who executed the instrument of initial transfer lacked authority to bind the partnership; or
(2) as to a transferee who gave value for property transferred under subsection (a)(3), proves that the transferee knew or had notice that the property was partnership property and that the person who executed the instrument of initial transfer lacked authority to bind the partnership.
(c) A partnership may not recover partnership property from a subsequent transferee if the partnership would not have been entitled to recover the property, under subsection (b), from any earlier transferee of the property.
(Act 2018-125, §7.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8a/article-3/section-10a-8a-3-03/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8A - Alabama Partnership Law›Article 3 - Relations of Partners to Persons Dealing With Partnership.›Section 10A-8A-3.03 - Statement of Authority.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 3 - Relations of Partners to Persons Dealing With Partnership. › Section 10A-8A-3.03 - Statement of Authority.
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Section 10A-8A-3.03
Statement of authority.
(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 limited liability partnership, (i) the street and mailing addresses of its principal office and (ii) if the Secretary of State has assigned a unique identifying number or other designation to the partnership, that number or designation; or
(B) if the partnership has filed a statement of partnership, a statement of not for profit partnership, or a statement of limited liability partnership, (i) the street address and mailing address of its principal office, (ii) the name, street address, and mailing address of its registered agent, and (iii) the unique identifying number or other designation assigned to the partnership by the Secretary of State.
(2) with respect to any position that exists in or with respect to the partnership, may state the authority, or limitations on the authority, of all persons holding the position to:
(A) sign an instrument transferring real property held in the name of the partnership; or
(B) enter into other transactions on behalf of, or otherwise act for or bind, the partnership; and
(3) may state the authority, or limitations on the authority, of a specific person to:
(A) sign an instrument transferring real property held in the name of the partnership; or
(B) enter into other transactions on behalf of, or otherwise act for or bind, the partnership.
(b) To amend or cancel a statement of authority filed by the Secretary of State, a partnership must deliver to the Secretary of State for filing an amendment or cancellation stating:
(1) the name of the partnership;
(2) if the partnership has not filed a statement of partnership, a statement of not for profit partnership, or a statement of limited liability partnership, the street and mailing addresses of the partnership's principal office;
(3) 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 and street and mailing addresses of its registered agent;
(4) the date the statement of authority being affected became effective; and
(5) the contents of the amendment or a declaration that the statement of authority is canceled.
(c) A statement of authority affects only the power of a person to bind a partnership to persons that are not partners.
(d) Subject to subsection (c) and Section 10A-8A-1.03(d)(3) and except as otherwise provided in subsections (f), (g), and (h), a limitation on the authority of a person or a position contained in an effective statement of authority is not by itself evidence of any person's knowledge or notice of the limitation.
(e) Subject to subsection (c), a grant of authority not pertaining to transfers of real property and contained in an effective statement of authority is conclusive in favor of a person that gives value in reliance on the grant, except to the extent that when the person gives value:
(1) the person has knowledge to the contrary;
(2) the statement of authority has been canceled or restrictively amended under subsection (b); or
(3) a limitation on the grant is contained in another statement of authority that became effective after the statement of authority containing the grant became effective.
(f) Subject to subsection (c), an effective statement of authority that grants authority to transfer real property held in the name of the partnership, a certified copy of which statement of authority is recorded in the office of the judge of probate in the county in which the real property is located, is conclusive in favor of a person that gives value in reliance on the grant without knowledge to the contrary, except to the extent that when the person gives value:
(1) the statement of authority has been canceled or restrictively amended under subsection (b), and a certified copy of the cancellation or restrictive amendment has been recorded in the office of the judge of probate in the county in which the real property is located; or
(2) a limitation on the grant is contained in another statement of authority that became effective after the statement of authority containing the grant became effective, and a certified copy of the later-effective statement is recorded in the office of the judge of probate in the county in which the real property is located.
(g) Subject to subsection (c), if a certified copy of an effective statement of authority containing a limitation on the authority to transfer real property held in the name of a partnership is recorded in the office of the judge of probate in the county in which the real property is located, all persons are deemed to know of the limitation with respect to the real property located in that county.
(h) Subject to subsection (i), an effective statement of dissolution is a cancellation of any filed statement of authority for the purposes of subsection (f) and is a limitation on authority for purposes of subsection (g).
(i) After a statement of dissolution becomes effective, a partnership may deliver to the Secretary of State for filing and, if appropriate, may record a statement of authority that is designated as a post-dissolution statement of authority. The statement operates as provided in subsections (f) and (g).
(j) Unless canceled earlier, an effective statement of authority is canceled by operation of law five years after the date on which the statement, or its most recent amendment, becomes effective. The cancellation is effective without recording under subsection (f) or (g).
(k) An effective statement of denial operates as a restrictive amendment under this section and may be recorded by certified copy for purposes of subsection (f)(1).
(Act 2018-125, §7.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8a/article-3/section-10a-8a-3-04/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8A - Alabama Partnership Law›Article 3 - Relations of Partners to Persons Dealing With Partnership.›Section 10A-8A-3.04 - Statement of Denial.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 3 - Relations of Partners to Persons Dealing With Partnership. › Section 10A-8A-3.04 - Statement of Denial.
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Section 10A-8A-3.04
Statement of denial.
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 the name of the partnership and the caption of the statement of authority to which the statement of denial pertains; and
(2) denies the grant of authority.
A statement of denial is a limitation on authority as provided in Section 10A-8A-3.03.
(Act 2018-125, §7.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8a/article-3/section-10a-8a-3-05/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8A - Alabama Partnership Law›Article 3 - Relations of Partners to Persons Dealing With Partnership.›Section 10A-8A-3.05 - Partnership Liable for Partner's Actionable Conduct.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 3 - Relations of Partners to Persons Dealing With Partnership. › Section 10A-8A-3.05 - Partnership Liable for Partner's Actionable Conduct.
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Section 10A-8A-3.05
Partnership liable for partner's actionable conduct.
(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 authority of the partnership.
(b) If, in the ordinary course of business or not for profit activity of the partnership's business or not for profit activity, or while acting with authority of the partnership, a partner receives or causes the partnership to receive money or property of a person not a partner, and the money or property is misapplied by a partner, the partnership is liable for the loss.
(Act 2018-125, §7.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8a/article-3/section-10a-8a-3-06/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8A - Alabama Partnership Law›Article 3 - Relations of Partners to Persons Dealing With Partnership.›Section 10A-8A-3.06 - Partner's Liability.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 3 - Relations of Partners to Persons Dealing With Partnership. › Section 10A-8A-3.06 - Partner's Liability.
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Section 10A-8A-3.06
Partner's liability.
(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 is not personally liable for any partnership obligation incurred before the person's admission as a partner.
(c) Except as set forth in subsection (b) of Section 10A-8A-10.02, a debt, obligation, or other liability of a partnership incurred while the partnership is a limited liability partnership is solely the debt, obligation, or other liability of the limited liability partnership. Except as set forth in subsection (b) of Section 10A-8A-10.02, a partner in a limited liability partnership is not personally liable or accountable, directly or indirectly, including by way of indemnification, contribution, assessment, or otherwise, for debts, obligations, and liabilities of, or chargeable to, the limited liability partnership, or another partner or partners, whether arising in tort, contract, or otherwise, solely by reason of being such a partner or acting, or omitting to act, in such capacity, which such debts, obligations and liabilities occur, are incurred or are assumed while the partnership is a limited liability partnership. This subsection applies (1) despite anything inconsistent in the partnership agreement that existed immediately before the partnership becomes a limited liability partnership, and (2) regardless of the dissolution of the limited liability partnership.
(d) Subsection (c) of this section shall not affect the liability of a limited liability partnership to the extent of partnership assets for partnership debts, obligations and liabilities.
(e) A partner in a limited liability partnership is not a necessary or proper party to a proceeding by or against a limited liability partnership, the object of which is to recover any debts, obligations, or liabilities of, or chargeable to, the limited liability partnership, unless the partner is personally liable therefor under subsection (b) of Section 10A-8A-10.02.
(Act 2018-125, §7.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8a/article-3/section-10a-8a-3-07/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8A - Alabama Partnership Law›Article 3 - Relations of Partners to Persons Dealing With Partnership.›Section 10A-8A-3.07 - Actions by and Against Partnership and Partners.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 3 - Relations of Partners to Persons Dealing With Partnership. › Section 10A-8A-3.07 - Actions by and Against Partnership and Partners.
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Section 10A-8A-3.07
Actions by and against partnership and partners.
(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 partnership is not by itself a judgment against a partner. A judgment against a partnership may not be satisfied from a partner's assets unless there is also a judgment against the partner.
(d) A judgment creditor of a partner may not levy execution against the assets of the partner to satisfy a judgment based on a claim against the partnership unless the claim is for a debt, obligation, or liability for which the partner is personally liable as provided in Section 10A-8A-3.06 and either:
(1) a judgment based on the same claim has been obtained against the partnership and a writ of execution on the judgment has been returned unsatisfied in whole or in part;
(2) the partnership is a debtor in bankruptcy;
(3) the partner has agreed that the creditor need not exhaust partnership assets;
(4) a court grants permission to the judgment creditor to levy execution against the assets of a partner based on a finding that partnership assets subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of partnership assets is excessively burdensome, or that the grant of permission is an appropriate exercise of the court's equitable powers; or
(5) liability is imposed on the partner by law or contract independent of the existence of the partnership.
(e) This section applies to any partnership liability or obligation resulting from a representation by a partner or purported partner under Section 10A-8A-3.08.
(Act 2018-125, §7.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8a/article-3/section-10a-8a-3-08/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8A - Alabama Partnership Law›Article 3 - Relations of Partners to Persons Dealing With Partnership.›Section 10A-8A-3.08 - Liability of Purported Partner.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 3 - Relations of Partners to Persons Dealing With Partnership. › Section 10A-8A-3.08 - Liability of Purported Partner.
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Section 10A-8A-3.08
Liability of purported partner.
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 representation is made, if that person, relying on the representation, enters into a transaction with the actual or purported partnership. If the representation, either by the purported partner or by a person with the purported partner's consent, is made in a public manner, the purported partner is liable to a person who relies upon the purported partnership even if the purported partner is not aware of being held out as a partner to the claimant. If partnership liability results, the purported partner is liable with respect to that liability as if the purported partner were a partner. If no partnership liability results, the purported partner is liable with respect to that liability jointly and severally with any other person consenting to the representation.
(b) If a person is thus represented to be a partner in an existing partnership, or with one or more persons not partners, the purported partner is an agent of persons consenting to the representation to bind them to the same extent and in the same manner as if the purported partner were a partner, with respect to persons who enter into transactions in reliance upon the representation. If all of the partners of the existing partnership consent to the representation, a partnership act or obligation results. If fewer than all of the partners of the existing partnership consent to the representation, the person acting and the partners consenting to the representation are jointly and severally liable.
(c) A person is not liable as a partner merely because the person is named by another in a statement of authority.
(d) A person does not continue to be liable as a partner merely because of a failure to file a statement of dissociation or to amend a statement of authority to indicate the partner's dissociation from the partnership.
(e) Except as otherwise provided in subsections (a) and (b), persons who are not partners as to each other are not liable as partners to other persons.
(Act 2018-125, §7.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8a/article-4/section-10a-8a-4-01/
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Justia›US Law›US Codes and Statutes›Code of Alabama›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-4.01 - Partner's Rights and Duties.
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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-4.01 - Partner's Rights and Duties.
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Section 10A-8A-4.01
Partner's rights and duties.
(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) charged with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, distributed by the partnership to the partner and the partner's share of the partnership losses provided that a partner shall not be charged with any share of partnership loss attributable to a debt, obligation, or liability for which the partner is not personally liable under Section 10A-8A-3.06 unless the loss is satisfied out of partnership assets.
(b) Each partner is entitled to an equal share of the partnership profits and, subject to the limitations in subsection (a)(2) of this section, is chargeable with a share of the partnership losses in proportion to the partner's share of the profits.
(c) A partnership shall reimburse a partner for payments made and indemnify a partner for liabilities incurred by the partner in the ordinary course of the business or not for profit activity of the partnership or for the preservation of its business or not for profit activity or property; provided, however, no partner in a limited liability partnership shall be required as a consequence of the indemnification to make any payment on behalf of the limited liability partnership to any other partners to the extent that the payment would be inconsistent with Sections 10A-8A-3.06, 10A-8A-8.06, or 10A-8A-8.07.
(d) A partnership shall reimburse a partner for an advance beyond the amount of capital the partner agreed to contribute.
(e) A payment or advance made by a partner which gives rise to a partnership obligation under subsection (c) or (d) constitutes a loan to the partnership which accrues interest from the date of the payment or advance.
(f) Each partner has equal rights in the management and conduct of the partnership business or not for profit activity.
(g) A partner may use or possess partnership property only on behalf of the partnership.
(h) A partner is not entitled to remuneration for services performed for the partnership, except for reasonable compensation for services rendered in winding up the business or not for profit activity of the partnership.
(i) A difference arising as to a matter in the ordinary course of business or not for profit activity of a partnership may be decided by a majority of the partners. An act outside the ordinary course of business or not for profit activity of a partnership and an amendment to the partnership agreement may be undertaken only with the consent of all of the partners.
(j) This section does not affect the obligations of a partnership to other persons under Section 10A-8A-3.01.
(Act 2018-125, §7.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8a/article-4/section-10a-8a-4-02/
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Justia›US Law›US Codes and Statutes›Code of Alabama›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-4.02 - Admission of Partner.
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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-4.02 - Admission of Partner.
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Section 10A-8A-4.02
Admission of partner.
(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 Article 9 of this chapter or Article 8 of Chapter 1;
(3) with the consent of all the partners; or
(4) as provided in Section 10A-8A-8.01(6) or 10A-8A-8.01(7).
(c) Each person to be admitted as a partner to a partnership formed under either Section 10A-8A-2.01(a)(1) or 10A-8A-2.01(a)(2) may be admitted as a partner without:
(1) acquiring a transferable interest; or
(2) making or being obligated to make a contribution to the partnership.
(Act 2018-125, §7.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8a/article-4/section-10a-8a-4-03/
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Justia›US Law›US Codes and Statutes›Code of Alabama›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-4.03 - Form of Contribution.
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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-4.03 - Form of Contribution.
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Section 10A-8A-4.03
Form of contribution.
A contribution by a partner may be made to a partnership as agreed by the partners.
(Act 2018-125, §7.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8a/article-4/section-10a-8a-4-04/
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Justia›US Law›US Codes and Statutes›Code of Alabama›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-4.04 - Liability for Contribution.
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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-4.04 - Liability for Contribution.
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Section 10A-8A-4.04
Liability for contribution.
(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 obligated, at the election of the partnership, to contribute money equal to the value of the portion of the contribution that has not been made. The foregoing election shall be in addition to, and not in lieu of, any other rights, including the right to specific performance, that the partnership may have under the partnership agreement or applicable law.
(c) The obligation of a partner to make a contribution to a partnership may be compromised only by consent of all partners. A conditional obligation of a partner to make a contribution to a partnership may not be enforced unless the conditions of the obligation have been satisfied or waived as to or by that partner. Conditional obligations include contributions payable upon a discretionary call of a partnership before the time the call occurs.
(d) A creditor of a limited liability partnership which extends credit or otherwise acts in reliance on an obligation described in subsection (a), without notice of any compromise under this subsection, may enforce the original obligation.
(e) A promise by a partner to make a contribution to a partnership is not enforceable unless set forth in a writing signed by the partner.
(Act 2018-125, §7.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8a/article-4/section-10a-8a-4-05/
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Justia›US Law›US Codes and Statutes›Code of Alabama›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-4.05 - Sharing of Distributions Before Dissolution.
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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-4.05 - Sharing of Distributions Before Dissolution.
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Section 10A-8A-4.05
Sharing of distributions before dissolution.
All partners shall share equally in any distributions made by a partnership before its dissolution and winding up.
(Act 2018-125, §7.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8a/article-4/section-10a-8a-4-06/
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Justia›US Law›US Codes and Statutes›Code of Alabama›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-4.06 - Interim Distributions.
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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-4.06 - Interim Distributions.
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Section 10A-8A-4.06
Interim distributions.
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 ordinary course of the business or not for profit activity of the partnership.
(Act 2018-125, §7.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8a/article-4/section-10a-8a-4-07/
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Justia›US Law›US Codes and Statutes›Code of Alabama›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-4.07 - Distribution in Kind.
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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-4.07 - Distribution in Kind.
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Section 10A-8A-4.07
Distribution in kind.
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 proportion to the partner's share of distributions.
(Act 2018-125, §7.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8a/article-4/section-10a-8a-4-08/
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Justia›US Law›US Codes and Statutes›Code of Alabama›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-4.08 - Right to Distribution.
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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-4.08 - Right to Distribution.
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Section 10A-8A-4.08
Right to distribution.
If a partner becomes entitled to receive a distribution, the partner has the status of, and is entitled to all remedies available to, a creditor of the partnership with respect to the distribution. However, the partnership's obligation to make a distribution is subject to offset for any amount owed to the partnership by the partner or dissociated partner on whose account the distribution is made.
(Act 2018-125, §7.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8a/article-4/section-10a-8a-4-09/
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Justia›US Law›US Codes and Statutes›Code of Alabama›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-4.09 - Limitations of Distribution and Liability for Improper Distributions.
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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-4.09 - Limitations of Distribution and Liability for Improper Distributions.
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Section 10A-8A-4.09
Limitations of distribution and liability for improper distributions.
(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 transferable interests and liabilities for which the recourse of creditors is limited to specific property of the limited liability partnership, exceed the fair value of the assets of the limited liability partnership, except that the fair value of the property that is subject to a liability for which recourse of creditors is limited shall be included in the assets of the limited liability partnership only to the extent that the fair value of the property exceeds that liability.
(b) A partner who consents to a distribution in violation of subsection (a) or the partnership agreement, and who knew at the time of the distribution that the distribution violated subsection (a) or the partnership agreement, shall be liable to the limited liability partnership for the amount of that distribution.
(c) A partner who receives a distribution in violation of subsection (a) or the partnership agreement, and who knew at the time of the distribution that the distribution violated subsection (a) or the partnership agreement, shall be liable to the limited liability partnership for the amount of the distribution received by that partner. A partner who receives a distribution in violation of subsection (a) or the partnership agreement, and who did not know at the time of the distribution that the distribution violated subsection (a) or the partnership agreement, shall not be liable for the amount of the distribution received by that partner.
(d) Except as provided in subsection (e), this section shall not affect any obligation or liability of a partner under other applicable law for the amount of a distribution.
(e) An action under this section or other applicable law is barred if not commenced within two years after the distribution.
(f) For purposes of subsection (a), "distribution" does not include amounts constituting reasonable compensation for present or past services or reasonable payments made in the ordinary course of the limited liability partnership's business or not for profit activity under a bona fide retirement plan or other benefits program.
(g) This section shall not apply to distributions made in accordance with Section 10A-8A-8.09.
(Act 2018-125, §7.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8a/article-4/section-10a-8a-4-10/
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Justia›US Law›US Codes and Statutes›Code of Alabama›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-4.10 - Right of Partner and Former Partner to Information.
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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-4.10 - Right of Partner and Former Partner to Information.
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Section 10A-8A-4.10
Right of partner and former partner to information.
(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 reasonable location specified by the partnership, required information and any other records maintained by the partnership regarding the partnership's business or not for profit activity and financial condition.
(b) Subject to subsection (f), each partner and the partnership shall furnish to a partner:
(1) without demand, any information concerning the partnership's business or not for profit activity reasonably required for the proper exercise of the partner's rights and duties under the partnership agreement or this chapter; and
(2) on demand, any other information concerning the partnership's business or not for profit activity, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances.
(c) Subject to subsections (e) and (f), on 10 days' demand made in a writing received by the partnership, a person dissociated as a partner may have access to the information and records described in subsection (a) at the location specified in subsection (a) if:
(1) the information or writing pertains to the period during which the person was a partner;
(2) the person seeks the information or record in good faith; and
(3) it is determined that:
(i) the person seeks the information for a purpose reasonably related to the person's interest as a partner;
(ii) the person's demand describes with reasonable particularity the information sought and the purpose for seeking the information; and
(iii) the information sought is directly connected to the person's purpose.
(d) Within 10 days after receiving a demand pursuant to subsection (c), the partnership in a writing shall inform the person that made the demand:
(1) what information the partnership will provide in response to the demand;
(2) when and where the partnership will provide the information;
(3) if the partnership declines to provide any demanded information, the partnership's reasons for declining; and
(4) what, if any, restrictions will be imposed pursuant to the partnership agreement or subsection (f).
(e) If a partner dies, Section 10A-8A-5.04 applies.
(f) In addition to any restriction or condition stated in its partnership agreement, a partnership, as to a matter within the ordinary course of its business or not for profit activity, may:
(1) impose reasonable restrictions and conditions on access to and use of information to be furnished under this section, including designating information confidential and imposing nondisclosure and safeguarding obligations on the recipient; and
(2) keep confidential from the partners and any other person, for such period of time as the partnership deems reasonable, any information that the partnership reasonably believes to be in the nature of trade secrets or other information the disclosure of which the partnership in good faith believes is not in the best interest of the partnership or could damage the partnership or its business or not for profit activity, or that the partnership is required by law or by agreement with a third party to keep confidential.
In any dispute concerning the reasonableness of a restriction under this subsection, the partnership has the burden of proving reasonableness.
(g) A partnership may charge a person that makes a demand under this section reasonable costs of copying, limited to the costs of labor and material.
(h) A partner or person dissociated as a partner may exercise the rights under this section through an attorney or other agent. Any restriction imposed under subsection (f) or by the partnership agreement applies both to the attorney or other agent and to the partner or person dissociated as a partner.
(i) The rights under this section do not extend to a person as transferee, but the rights under subsection (c) of a person dissociated as a partner may be exercised by the legal representative of an individual who dissociated as a partner under Section 10A-8A-6.01(6).
(j) Any partner who, without reasonable cause, refuses to allow any partner or person dissociated as a partner, or his or her agent or attorney to inspect or copy any records of the partnership to which such partner or person dissociated as a partner is entitled under this section, shall be personally liable to the partner or person dissociated as a partner for a penalty in an amount not to exceed 10 percent of the fair market value of the transferable interest of the partner or person dissociated as a partner, in addition to any other damages or remedy.
(Act 2018-125, §7; Act 2021-299, §5.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8a/article-4/section-10a-8a-4-11/
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Justia›US Law›US Codes and Statutes›Code of Alabama›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.
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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.
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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.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8a/article-4/section-10a-8a-4-12/
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Justia›US Law›US Codes and Statutes›Code of Alabama›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.
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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.
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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.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8a/article-4/section-10a-8a-4-13/
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Justia›US Law›US Codes and Statutes›Code of Alabama›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.
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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.
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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.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8a/article-4/section-10a-8a-4-14/
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Justia›US Law›US Codes and Statutes›Code of Alabama›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.
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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.
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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.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8a/article-5/section-10a-8a-5-01/
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Justia›US Law›US Codes and Statutes›Code of Alabama›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.
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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.
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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.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8a/article-5/section-10a-8a-5-02/
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Justia›US Law›US Codes and Statutes›Code of Alabama›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.
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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.
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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.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8a/article-5/section-10a-8a-5-03/
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AL
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Justia›US Law›US Codes and Statutes›Code of Alabama›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-5.03 - Rights of Creditor of Partner or Transferee.
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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-5.03 - Rights of Creditor of Partner or Transferee.
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Section 10A-8A-5.03
Rights of creditor of partner or transferee.
(a) On application to a court of competent jurisdiction by any judgment creditor of a partner or transferee, the court may charge the transferable interest of the judgment debtor with payment of the unsatisfied amount of the judgment with interest. To the extent so charged and after the partnership has been served with the charging order, the judgment creditor has only the right to receive any distribution or distributions to which the judgment debtor would otherwise be entitled in respect of the transferable interest.
(b) The partnership, after being served with a charging order and its terms, shall be entitled to pay or deposit any distribution or distributions to which the judgment debtor would otherwise be entitled in respect of the charged transferable interest into the hands of the clerk of the court so issuing the charging order, and the payment or deposit shall discharge the partnership and the judgment debtor from liability for the amount so paid or deposited and any interest that might accrue thereon. Upon receipt of the payment or deposit, the clerk of the court shall notify the judgment creditor of the receipt of the payment or deposit. The judgment creditor, after any payment or deposit into the court, shall petition the court for payment of so much of the amount paid or deposited as is held by the court as may be necessary to pay the judgment creditor's judgment. To the extent the court has excess amounts paid or deposited on hand after the payment to the judgment creditor, the excess amounts paid or deposited shall be distributed to the judgment debtor and the charging order shall be extinguished. The court, may in its discretion, order the clerk to deposit, pending the judgment creditor's petition, any money paid or deposited with the clerk, in an interest bearing account at a bank authorized to receive deposits of public funds.
(c) A charging order constitutes a lien on the judgment debtor's transferable interest.
(d) Subject to subsection (c):
(1) a judgment debtor that is a partner retains the rights of a partner and remains subject to all duties and obligations of a partner; and
(2) a judgment debtor that is a transferee retains the rights of a transferee and remains subject to all duties and obligations of a transferee.
(e) This chapter does not deprive any partner or transferee of the benefit of any exemption laws applicable to the partner's or transferee's transferable interest.
(f) This section provides the exclusive remedy by which a judgment creditor of a partner or transferee may satisfy a judgment out of the judgment debtor's transferable interest and the judgment creditor shall have no right to foreclose, under this chapter or any other law, upon the charging order, the charging order lien, or the judgment debtor's transferable interest. A judgment creditor of a partner or transferee shall have no right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of a partnership. Court orders for actions or requests for accounts and inquiries that the judgment debtor might have made are not available to the judgment creditor attempting to satisfy the judgment out of the judgment debtor's transferable interest and may not be ordered by a court.
(Act 2018-125, §7.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8a/article-5/section-10a-8a-5-04/
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AL
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Justia›US Law›US Codes and Statutes›Code of Alabama›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.
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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.
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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.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8a/article-6/section-10a-8a-6-01/
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AL
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Justia›US Law›US Codes and Statutes›Code of Alabama›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-6.01 - Events Causing Partner's Dissociation.
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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-6.01 - Events Causing Partner's Dissociation.
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Section 10A-8A-6.01
Events causing partner's dissociation.
A person is dissociated from a partnership as a partner upon the occurrence of any of the following events:
(1) the partnership has notice of the person's express will to dissociate as a partner, except that if the person specifies a dissociation date later than the date the partnership had notice, then the person is dissociated as a partner on that later date;
(2) an event stated in the partnership agreement as causing the person's dissociation as a partner occurs;
(3) the person is expelled as a partner pursuant to the partnership agreement;
(4) the person is expelled as a partner by the unanimous consent of the other partners if:
(A) it is unlawful to carry on the partnership's business or not for profit activity with the person as a partner;
(B) there has been a transfer of all of the person's transferable interest in the partnership, other than a transfer for security purposes;
(C) the person is an organization and, within 90 days after the partnership notifies the person that it will be expelled as a partner because it has filed a statement of dissolution or the equivalent, or its right to conduct business or not for profit activity has been suspended by its jurisdiction of formation, the statement of dissolution or the equivalent has not been revoked or its right to conduct business or not for profit activity has not been reinstated; or
(D) the person is an organization and, within 90 days after the partnership notifies the person that it will be expelled as a partner because the person has been dissolved and its business or not for profit activity is being wound up, the organization has not been reinstated or the dissolution and winding up have not been revoked or cancelled;
(5) on application by the partnership, the person is expelled as a partner by judicial order because the person:
(A) has engaged, or is engaging, in wrongful conduct that has adversely and materially affected, or will adversely and materially affect, the partnership's business or not for profit activity;
(B) has willfully or persistently committed, or is willfully or persistently committing, a material breach of the partnership agreement or the person's duty or obligation under this chapter or other applicable law; or
(C) has engaged, or is engaging, in conduct relating to the business or not for profit activity of the partnership that makes it not reasonably practicable to carry on the business or not for profit activity with the person as partner;
(6) in the case of a person who is an individual, and the person dies, there is appointed a guardian or general conservator for the person or there is a judicial determination that the person has otherwise become incapable of performing the person's duties as a partner under this chapter or the partnership agreement;
(7) the person becomes a debtor in bankruptcy, executes an assignment for the benefit of creditors, or seeks, consents, or acquiesces to the appointment of a trustee, receiver, or liquidator of the person or of all or substantially all of the person's property;
(8) in the case of a person that is a trust or is acting as a partner by virtue of being a trustee of a trust, the trust's entire transferable interest in the partnership is distributed, but not solely by reason of the substitution of a successor trustee;
(9) in the case of a person that is an estate or is acting as a partner by virtue of being a personal representative of an estate, the estate's entire transferable interest in the partnership is distributed, but not solely by reason of the substitution of a successor personal representative;
(10) in the case of a person that is not an individual, the legal existence of the person otherwise terminates;
(11) the transfer of a partner's entire remaining transferable interest to another partner;
(12) the transfer of a partner's entire remaining transferable interest to a transferee upon the transferee's becoming a partner; or
(13) the partnership's participation in a conversion or merger under Article 9, or Article 8 of Chapter 1 of this title if the partnership:
(A) is not the converted or surviving entity; or
(B) is the converted or surviving entity but, as a result of the conversion or merger, the person ceases to be a partner.
(Act 2018-125, §7.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8a/article-6/section-10a-8a-6-02/
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AL
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Justia›US Law›US Codes and Statutes›Code of Alabama›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.
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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.
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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.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8a/article-6/section-10a-8a-6-03/
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AL
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Justia›US Law›US Codes and Statutes›Code of Alabama›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.
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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.
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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.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8a/article-7/section-10a-8a-7-01/
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AL
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Justia›US Law›US Codes and Statutes›Code of Alabama›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-7.01 - Purchase of Transferable Interest of a Person Dissociated as a Partner.
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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-7.01 - Purchase of Transferable Interest of a Person Dissociated as a Partner.
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Section 10A-8A-7.01
Purchase of transferable interest of a person dissociated as a partner.
(a) If a person is dissociated as a partner from a partnership without resulting in a dissolution and winding up of the partnership business or not for profit activity under Section 10A-8A-8.01, the partnership shall cause that person's transferable interest in the partnership owned by that person at the time of dissociation to be purchased for a buyout price determined pursuant to subsection (b).
(b) The buyout price of the transferable interest owned by the person at the time of dissociation as a partner is an amount equal to the fair value of that person's transferable interest as of the date of dissociation. Interest on the buyout price must be paid from the date of dissociation to the date of payment.
(c) Damages for wrongful dissociation under Section 10A-8A-6.02(b) and (c), and all other amounts owing, whether or not presently due, from the person dissociated as a partner to the partnership, must be offset against the buyout price. Interest on damages for wrongful dissociation must be paid from the date of the wrongful dissociation to the date of payment. Interest on all other amounts, whether or not presently due, must be paid from the date the amount owed becomes due to the date of payment.
(d) A partnership shall indemnify a person dissociated as a partner whose transferable interest is being purchased against all partnership liabilities, whether incurred before or after the dissociation, except liabilities incurred by an act of the person dissociated as a partner under Section 10A-8A-7.02.
(e) If no agreement for the purchase of the transferable interests of a person dissociated as a partner is reached within 120 days after a written demand for payment, the partnership shall pay, or cause to be paid, in cash to the person dissociated as a partner the amount the partnership estimates to be the buyout price and accrued interest, reduced by any offsets and accrued interest under subsection (c).
(f) If a deferred payment is authorized under subsection (h), the partnership may tender a written offer to pay the amount it estimates to be the buyout price and accrued interest, reduced by any offsets under subsection (c), stating the time of payment, the amount and type of security for payment, and the other terms and conditions of the obligation.
(g) The payment or tender required by subsection (e) or (f) must be accompanied by the following:
(1) a written statement of partnership assets and liabilities as of the date of dissociation;
(2) the latest available partnership balance sheet and income statement, if any;
(3) a written explanation of how the estimated amount of the payment was calculated; and
(4) written notice which shall state that the payment is in full satisfaction of the obligation to purchase unless, within 120 days after the written notice, the person dissociated as a partner commences an action to determine the buyout price of that person's transferable interest, any offsets under subsection (c), or other terms of the obligation to purchase.
(h) A person that wrongfully dissociates as a partner before the expiration of a definite term or the completion of a particular undertaking is not entitled to payment of any portion of the buyout price until the expiration of the term or completion of the undertaking, unless the person establishes to the satisfaction of the court that earlier payment will not cause undue hardship to the business or not for profit activity of the partnership. A deferred payment under this subsection must bear interest and, to the extent it would not cause undue hardship to the business or not for profit activity of the partnership, be adequately secured.
(i) A person dissociated as a partner may maintain an action against the partnership, pursuant to Section 10A-8A-4.13(b)(2)(ii), to determine the buyout price of that person's transferable interest under subsection (b), any offsets under subsection (c), or other terms of the obligation to purchase. The action must be commenced within 120 days after the partnership has tendered payment or an offer to pay or within one year after written demand for payment if no payment or offer to pay is tendered. The court shall determine the buyout price of that person's transferable interest under subsection (b), any offset due under subsection (c), and accrued interest, and enter judgment for any additional payment or refund. If deferred payment is authorized under subsection (h), the court shall also determine the security, if any, for payment and other terms of the obligation to purchase. The court may assess reasonable attorney's fees and the fees and expenses of appraisers or other experts for a party to the action, in amounts the court finds equitable, against a party that the court finds acted arbitrarily, vexatiously, or not in good faith. The finding may be based on the partnership's failure to tender payment or an offer to pay or to comply with subsection (g).
(Act 2018-125, §7.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8a/article-7/section-10a-8a-7-02/
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AL
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Justia›US Law›US Codes and Statutes›Code of Alabama›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.
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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.
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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.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8a/article-7/section-10a-8a-7-03/
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AL
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Justia›US Law›US Codes and Statutes›Code of Alabama›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.
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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.
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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.)
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Calculates the total number of words in the content of entries related to 'Title 8' in Colorado, providing insight into the volume of text data available for that specific category and state.