Source: official Alabama Legislature ALISON GraphQL service (alison.legislature.state.al.us/graphql), CodeOfAlabamaPrintContent, retrieved 2026-07-07. Sections: 98
This chapter and the provisions of Chapter 1, to the extent applicable to limited partnerships, shall be known and may be cited as the Alabama Limited Partnership Law.
(Act 2016-379, §1.)
As used in this chapter, unless the context otherwise requires, the following terms mean:
(1) “CERTIFICATE OF FORMATION” with respect to a limited partnership means the certificate of formation required by Section 10A-9A-2.01, and the certificate of formation as amended or restated.
(2) “DISTRIBUTION” except as otherwise provided in Section 10A-9A-5.08(f), means a transfer of money or other property from a limited partnership to another person on account of a transferable interest.
(3) “FOREIGN LIMITED LIABILITY LIMITED PARTNERSHIP” means a foreign limited partnership whose general partners have limited liability for the obligations of the foreign limited partnership under a provision similar to Section 10A-9A-4.04(c).
(4) “FOREIGN LIMITED PARTNERSHIP” means a partnership formed under the laws of a jurisdiction other than this state and required by those laws to have one or more general partners and one or more limited partners. The term includes a foreign limited liability limited partnership.
(5) “GENERAL PARTNER” means:
(A) with respect to a limited partnership, a person that:
(i) is admitted as a general partner under Section 10A-9A-4.01;
or
(ii) was a general partner in a limited partnership when the limited partnership became subject to this chapter under Section 10A-9A-11.01(a); and
(B) with respect to a foreign limited partnership, a person that has rights, powers, and obligations similar to those of a general partner in a limited partnership.
(6) “LIMITED LIABILITY LIMITED PARTNERSHIP,” except in the phrase “foreign limited liability limited partnership,” means a limited partnership whose certificate of formation states that the limited partnership is a limited liability limited partnership.
(7) “LIMITED PARTNER” means:
(A) with respect to a limited partnership, a person that:
(i) is admitted as a limited partner under Section 10A-9A-3.01; or
(ii) was a limited partner in a limited partnership when the limited partnership became subject to this chapter under Section 10A-9A-11.01(a); and
(B) with respect to a foreign limited partnership, a person that has rights, powers, and obligations similar to those of a limited partner in a limited partnership.
(8) “LIMITED PARTNERSHIP,” except in the phrases “foreign limited partnership” and “foreign limited liability limited partnership,” means an entity, having one or more general partners and one or more limited partners, which is formed under this chapter by two or more persons or becomes subject to this chapter under Article 10 or Section 10A-9A-11.01(a). The term includes a limited liability limited partnership.
(9) “PARTNER” means a limited partner or general partner.
(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 activities and affairs of a limited partnership. The partnership agreement includes any amendments to the partnership agreement.
(11) “PERSON DISSOCIATED AS A GENERAL PARTNER” means a person dissociated as a general partner of a limited partnership.
(12) “REQUIRED INFORMATION” means the information that a limited partnership is required to maintain under Section 10A-9A-1.11.
(13) “TRANSFER” means an assignment, conveyance, deed, bill of sale, lease, mortgage, security interest, encumbrance, gift, or transfer by operation of law.
(14) “TRANSFERABLE INTEREST” means a partner’s right to receive distributions from a limited partnership.
(15) “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 2016-379, p. 934, §1; Act 2021-299, §5.)
(a) A person knows a fact when the person:
(1) has actual knowledge of it; or
(2) is deemed to know it under law other than this chapter.
(b) A person has notice of a fact when the person:
(1) knows of it;
(2) receives notification of it;
(3) has reason to know the fact from all 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 a notification 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 limited partnership’s:
(1) matters included in the certificate of formation under Sections 10A-9A-2.01(a)(1), (a)(2), (a)(3), (a)(4), if applicable, (a)(5), and (a)(6) upon filing;
(2) general partner dissociating as a general partner, 90 days after the effective date of an amendment to the certificate of formation which states that the general partner has dissociated or 90 days after the effective date of a statement of dissociation pertaining to the general partner, whichever occurs first;
(3) dissolution, 90 days after a statement of dissolution under Section 10A-9A-8.02 or Section 10A-9A-8.03 becomes effective;
(4) merger or conversion under Article 10 of this chapter or under Article 8 of Chapter 1, 90 days after the statement of merger or conversion becomes effective; or
(5) reinstatement, 90 days after a certificate of reinstatement under Section 10A-9A-8.11 becomes effective.
(e) A general partner’s knowledge, notice, or receipt of a notification of a fact relating to the limited partnership is effective immediately as knowledge of, notice to, or receipt of a notification by the limited partnership, except in the case of a fraud on the limited partnership committed by or with the consent of the general partner. A limited partner’s knowledge, notice, or receipt of a notification of a fact relating to the limited partnership is not effective as knowledge of, notice to, or receipt of a notification by the limited partnership solely by reason of the partner’s capacity as a limited partner.
(Act 2016-379, §1.)
(a) A limited partnership is a separate legal entity. A limited partnership’s status for tax purposes shall not affect its status as a separate legal entity formed under this chapter. A limited partnership is the same entity regardless of whether its certificate of formation states that the limited partnership is a limited liability limited partnership. A partner has no interest in any specific property of a limited partnership.
(b) A limited partnership may carry on any lawful activity, whether or not for profit, except a banking or insurance business.
(Act 2016-379, §1.)
(a) A limited partnership shall possess and may exercise all the powers and privileges granted and enumerated by Chapter 1 or by any other law or by its partnership agreement, together with any powers incidental thereto, including those powers and privileges necessary or convenient to the conduct, promotion, or attainment of the business, purposes, or activities and affairs of the limited 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 limited partnership by a breach of the partnership agreement or violation of a duty to the partnership.
(b) A limited 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 2016-379, §1.)
(a) The law of this state governs:
(1) the organization and internal affairs of a limited partnership;
(2) the liability of a partner as a partner for the debts, obligations, or other liabilities of a limited partnership; and
(3) the authority of the partners of a limited partnership.
(b) The law of the state or other jurisdiction under which a foreign limited partnership is formed governs:
(1) the organization and internal affairs of a foreign limited partnership;
(2) the liability of a partner as a partner for the debts, obligations, or other liabilities of a foreign limited partnership; and
(3) the authority of the partners of a foreign limited partnership.
(Act 2016-379, §1.)
(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 limited 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.
(j) Action validly taken pursuant to one provision of this chapter shall not be deemed invalid solely because it is identical or similar in substance to an action that could have been taken pursuant to some other provision of this chapter but fails to satisfy one or more requirements prescribed by such other provision.
(Act 2016-379, p. 934, §1; Act 2018-125, §6; Act 2025-281, §7.)
(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 limited 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 limited 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 limited 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 any of the following:
(A) a partner, dissociated 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;
(B) at the time or upon the happening of events specified in the partnership agreement, a partner, dissociated partner, or transferee may be subject to specified penalties or specified consequences; and
(C) subject to Section 10A-9A-1.08(c), an act or transaction under the partnership agreement by the partnership, a partner, a dissociated partner, or a transferee is void or voidable.
(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 interest in a limited 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 limited partnership as a separate legal entity under Section 10A-9A-1.04(a);
(2) vary a limited partnership’s power under Section 10A-9A-1.05 to sue, be sued, and defend in its own name;
(3) vary the law applicable to a limited partnership under Section 10A-9A-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-9A-2.03;
(6) vary the information required under Section 10A-9A-1.11 or unreasonably restrict the right to information under Sections 10A-9A-3.04 or 10A-9A-4.07, 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) vary the power of the court under Section 10A-9A-2.04;
(8) eliminate the implied contractual covenant of good faith and fair dealing as provided under Section 10A-9A-1.08(b)(1);
(9) 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-9A-1.08(b)(2);
(10) waive the requirements of Section 10A-9A-5.02(e);
(11) reduce the limitations period specified under Section 10A-9A-5.08(d) for an action commenced under other applicable law;
(12) waive the prohibition on issuance of a certificate of a transferable interest in bearer form under Section 10A-9A-7.02(c);
(13) vary the power of a person to dissociate as a general partner under Section 10A-9A-6.04(a) except that the partnership agreement may require that the notice under Section 10A-9A-6.03(1) be in a writing or in a specific form thereof;
(14) vary the power of a court to decree dissolution in the circumstances specified in Section 10A-9A-8.01(f);
(15) vary the requirement to wind up the partnership’s activities and affairs as specified in Section 10A-9A-8.02; or
(16) vary the rights of a partner under Section 10A-9A-10.10; or
(17) vary the provisions of Section 10A-9A-1.15(c), (d), or (e).
(Act 2016-379, p. 934, §1; Act 2024-413, §1.)
(a) A limited partnership is bound by and may enforce the partnership agreement, whether or not the limited partnership has itself manifested assent to the partnership agreement.
(b) A person that is admitted as a partner of a limited partnership becomes a party to and assents to the partnership agreement except as provided in Section 10A-9A-7.02(g).
(c) Two or more persons intending to be the initial general partner and the initial limited partner of a limited partnership may make an agreement providing that upon the formation of the limited partnership, the agreement will become the partnership agreement.
(Act 2016-379, p. 934, §1.)
(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 limited 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 limited 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 2016-379, §1.)
A limited partnership shall maintain the following information:
(1) A current list of the full name and last known business or residential street and mailing address of each partner, separately identifying the general partners, in alphabetical order, and the limited partners, in alphabetical order.
(2) Copies of the filed certificate of formation and all amendments thereto, together with signed copies of any powers of attorney under which any certificate of formation, amendment, or restatement has been signed.
(3) Copies of any filed statement of conversion or merger.
(4) Copies of the limited partnership’s federal, state, and local income tax returns and reports, if any, for the three most recent years.
(5) Copies of the then effective partnership agreement and any amendment thereto.
(6) Copies of any financial statement of the limited partnership for the three most recent years.
(7) Copies of any writing made by the limited partnership during the past three years of any approval or consent given by or taken of any partner pursuant to this chapter or the partnership agreement.
(8) 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;
(C) for any person that is both a general partner and a limited partner, a specification of what transferable interest the person owns in each capacity; and
(D) any events upon the happening of which the limited partnership is to be dissolved and its activities and affairs wound up.
(Act 2016-379, §1.)
A partner may lend money to and transact other activities or affairs with the limited partnership and has the same rights and obligations with respect to the loan or other transaction as a person that is not a partner.
(Act 2016-379, §1.)
A person may be both a general partner and a limited partner. A person that is both a general and limited partner has the rights, powers, duties, and obligations provided by this chapter and the partnership agreement in each of those capacities. When the person acts as a general partner, the person is subject to the obligations, duties, and restrictions under this chapter and the partnership agreement for general partners. When the person acts as a limited partner, the person is subject to the obligations, duties, and restrictions under this chapter and the partnership agreement for limited partners.
(Act 2016-379, §1.)
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 2016-379, §1.)
(a) If a partnership agreement provides that an act or transaction is void or voidable when taken, then that act or transaction may be ratified or waived by:
(1) the partners or other persons entitled to ratify or waive that act or transaction under the partnership agreement;
(2) if the partnership agreement does not specify the approval required for the ratification or waiver, then those partners or other persons entitled to approve the amendment of the partnership agreement; or
(3) if the partnership agreement does not specify the approval required for the amendment of the partnership agreement, then all of the partners.
(b) If the void or voidable act or transaction was the issuance or transfer of any transferable interest, then for purposes of determining who may ratify or waive any act or transaction, the transferable interest purportedly issued or transferred shall be deemed not to have been issued or transferred.
(c) Any act or transaction ratified, or with respect to which the failure to comply with any requirements of the partnership agreement is waived, pursuant to this section shall be deemed validly taken at the time of the act or transaction.
(d) Upon application of the partnership, any partner, or any person claiming to be substantially and adversely affected by a ratification or waiver pursuant to this section, the designated court, and if none, the circuit court for the county in which the partnership’s principal office is located in this state, and if none in this state, in the circuit court for the county in which the partnership’s most recent registered office is located, may hear and determine the validity and effectiveness of the ratification of, or waiver with respect to, any void or voidable act or transaction effectuated pursuant to this section, and in any such application, the partnership shall be named as a party and service of the application upon the registered agent of the partnership shall be deemed to be service upon the partnership, and no other party need be joined in order for the court to adjudicate the validity and effectiveness of the ratification or waiver, and the court may make such order respecting further or other notice of the application as the court deems proper under the circumstances; provided, that nothing herein limits or affects the right to serve process in any other manner now or hereafter provided by law, and this sentence is an extension of and not a limitation upon the right otherwise existing of service of legal process upon nonresidents.
(e) The provisions of this section shall not be construed to limit the accomplishment of a ratification or waiver of a void or voidable act or transaction by other means permitted by law.
(Act 2024-413, §2.)
(a) In order to form a limited partnership, a person must deliver a certificate of formation for filing to the Secretary of State. Section 10A-1-3.05 shall not apply to this chapter. Instead, the certificate of formation shall set forth:
(1) the name of the limited partnership, which must comply with Article 5 of Chapter 1;
(2) the street address in this state, including the county, of the registered office required by Article 5 of Chapter 1;
(3) the name of the registered agent at the registered office as required by Article 5 of Chapter 1;
(4) the name and the street and mailing address of each general partner;
(5) whether the limited partnership is a limited liability limited partnership;
(6) any additional information required by Article 8 of Chapter 1 or by Article 10 of this chapter; and
(7) any other matters the partners determine to include therein which comply with Section 10A-9A-1.08.
(b) A limited partnership is formed when the certificate of formation becomes effective in accordance with Article 4 of Chapter 1.
(c) The fact that a certificate of formation has been filed and is effective in accordance with Article 4 of Chapter 1 is notice of the matters required to be included by subsections (a)(1), (a)(2), (a)(3), (a)(4), if applicable, (a)(5), and (a)(6), but is not notice of any other fact.
(d) A partnership agreement shall be entered into either before, after, or at the time of filing the certificate of formation and, whether entered into before, after, or at the time of filing, may be made effective as of the filing of the certificate of formation or at any other time or date provided in the partnership agreement.
(Act 2016-379, p. 934, §1; Act 2020-73, §10; Act 2021-299, §5; Act 2024-413, §1.)
Division B of Article 3 of Chapter 1 shall not apply to this chapter. Instead:
(a) A certificate of formation may be amended at any time.
(b) A certificate of formation may be restated with or without amendment at any time.
(c) To amend its certificate of formation, a limited partnership must deliver a certificate of amendment for filing to the Secretary of State which certificate of amendment shall state:
(1) the name of the limited partnership;
(2) the unique identifying number or other designation as assigned by the Secretary of State; and
(3) the changes the amendment makes to the certificate of formation as most recently amended or restated.
(d) Prior to a statement of dissolution being delivered to the Secretary of State for filing, a limited partnership shall promptly deliver a certificate of amendment for filing with the Secretary of State to reflect:
(1) the admission of a new general partner; or
(2) the dissociation of a person as a general partner.
(e) Prior to a statement of dissolution being delivered to the Secretary of State for filing, if a general partner knows that any information in a filed certificate of formation was inaccurate when the certificate of formation was filed or has become inaccurate due to changed circumstances and if the information is required to be set forth in a newly filed certificate of formation under this chapter, the general partner shall promptly:
(1) cause the certificate of formation to be amended; or
(2) if appropriate, deliver for filing with the Secretary of State a certificate of correction in accordance with Chapter 1.
(f) A certificate of formation may be amended at any time pursuant to this section for any other proper purpose as determined by the limited partnership. A certificate of formation may also be amended in a statement of merger pursuant to Article 8 of Chapter 1 or Article 10 of this chapter.
(g) In order to restate its certificate of formation, a limited partnership must deliver a restated certificate of formation for filing with the Secretary of State. A restated certificate of formation must:
(1) be designated as such in the heading;
(2) state the name of the limited partnership;
(3) state the unique identifying number or other designation as assigned by the Secretary of State;
(4) set forth any amendment or change effected in connection with the restatement of the certificate of formation. Any such restatement that effects an amendment shall be subject to any other provision of this chapter not inconsistent with this section, which would apply if a separate certificate of amendment were filed to effect the amendment or change;
(5) set forth the text of the restated certificate of formation; and
(6) state that the restated certificate of formation consolidates all amendments into a single document.
(h) The original certificate of formation, as theretofore amended, shall be superseded by the restated certificate of formation and thenceforth, the restated certificate of formation, including any further amendment or changes made thereby, shall be the certificate of formation of the limited partnership, but the original effective date of formation shall remain unchanged.
(i) An amended or restated certificate of formation may contain only the provisions that would be permitted at the time of the amendment if the amended or restated certificate of formation were a newly filed original certificate of formation.
(j)(1) An amendment to a certificate of formation takes effect when the filing of the certificate of amendment takes effect as provided by Article 4 of Chapter 1.
(2) An amendment to a certificate of formation does not affect:
(i) an existing cause of action in favor of or against the limited partnership for which the certificate of amendment is sought;
(ii) a pending suit to which the limited partnership is a party; or
(iii) an existing right of a person other than an existing partner.
(3) If the name of a limited partnership is changed by amendment, an action brought by or against the limited partnership in the former name of that limited partnership does not abate because of the name change.
(k)(1) A restated certificate of formation takes effect when the filing of the restated certificate of formation takes effect as provided by Article 4 of Chapter 1.
(2) On the date and time the restated certificate of formation takes effect, the original certificate of formation and each prior amendment or restatement of the certificate of formation is superseded and the restated certificate of formation is the effective certificate of formation.
(3) Subsections (j)(2) and (j)(3) apply to an amendment effected by a restated certificate of formation.
(l) A restated certificate of formation may omit any information that is not required to be in the certificate of formation under this chapter, including the name and address of the initial registered agent or registered office, if a statement of change is on file with the Secretary of State. Any omission other than the initial registered agent, shall be an amendment to the certificate of formation, which amendment must be approved in accordance with the partnership agreement, and if the partnership agreement does not state the approval required for an amendment of the certificate of formation, then the amendment must be approved by all of the partners.
(Act 2016-379, p. 934, §1; Act 2020-73, §10; Act 2021-299, §5; Act 2023-503, §7; Act 2024-413, §1.)
(a) A writing delivered to the Secretary of State for filing pursuant to this chapter must be signed as provided by this section.
(1) A limited partnership’s initial certificate of formation must be signed by all general partners listed in the certificate of formation.
(2) An amendment adding or deleting a statement that the limited partnership is a limited liability limited partnership must be signed by all general partners listed in the certificate of formation.
(3) An amendment designating as general partner a person admitted under Section 10A-9A-8.01(c) following the dissociation of a limited partnership’s last general partner must be signed by the person or persons so designated.
(4) Any other amendment must be signed by:
(A) at least one general partner; and
(B) each other person designated in the amendment as a new general partner.
(5) A restated certificate of formation must be signed by at least one general partner and, to the extent the restated certificate of formation effects a change under any other paragraph of this subsection, the restated certificate of formation must be signed in a manner that satisfies that paragraph.
(6) a statement of dissolution must be signed by all general partners or by the person or persons appointed pursuant to Section 10A-9A-8.03(b) or (c) to wind up the dissolved limited partnership’s activities and affairs.
(7) A statement of conversion must be signed by each general partner of the limited partnership.
(8) A statement of merger must be signed by each general partner of the limited partnership.
(9) Any other writing delivered on behalf of a limited partnership for filing must be signed by at least one general partner.
(10) A statement of withdrawal by a person pursuant to Section 10A-9A-3.06 must be signed by that person.
(11) A writing delivered on behalf of a foreign limited partnership to the Secretary of State for filing must be signed by at least one general partner of the foreign limited partnership.
(12) Any other writing delivered on behalf of any person for filing must be signed by that person.
(b) Any writing to be filed under this chapter may be signed by an agent, including an attorney-in-fact. Powers of attorney relating to the signing of the writing need not be delivered to the Secretary of State.
(c) Any writing which is required in this chapter to be signed by a person need not be signed by any person:
(1) who is deceased or dissolved or for whom a guardian or general conservator has been appointed, if the record so states; or
(2) who has previously delivered for filing with the Secretary of State a statement of dissociation or withdrawal.
(Act 2016-379, p. 934, §1; Act 2020-73, §10.)
(a) If a person required by this chapter to sign a writing or deliver a writing to the Secretary of State for filing under this chapter does not do so, any other person that is aggrieved by that failure may petition the designated court, and if none, the circuit court for the county in which the limited partnership’s principal office within this state is located, and if the limited partnership does not have a principal office within this state then the circuit court for the county in which the limited partnership’s most recent registered office is located, to order:
(1) the person to sign the writing;
(2) the person to deliver the writing to the Secretary of State for filing; or
(3) the Secretary of State to file the writing unsigned.
(b) If a petitioner under subsection (a) is not the limited partnership or foreign limited partnership to whom the writing pertains, the petitioner shall make the limited partnership or foreign limited partnership a party to the action. A person aggrieved under subsection (a) may seek the remedies provided in subsection (a) in a separate action against the person required to sign or deliver the writing or as a part of any other action concerning the limited partnership or foreign limited partnership in which the person required to sign or deliver the writing is made a party.
(c) A writing filed unsigned pursuant to this section is effective without being signed.
(d) A court may award reasonable expenses, including reasonable attorneys’ fees, to the party or parties who prevail, in whole or in part, with respect to any claim made under subsection (a).
(Act 2016-379, p. 934, §1; Act 2020-73, §10.)
If a writing delivered for filing under this chapter and filed under this chapter contains information which is false in any material respect and if such information is required to be set forth on a newly filed certificate of formation under this chapter, a person that suffers loss by reasonable reliance on the information may recover damages for the loss from:
(1) a person that signed the writing, or caused another to sign it on the person’s behalf, and knew the information to be false at the time the writing was signed; and
(2) a general partner that has notice that the information was false when the writing was filed or has become false because of changed circumstances, if the general partner has notice for a reasonably sufficient time before the information is relied upon to enable the general partner to effect an amendment under Section 10A-9A-2.02, file a petition pursuant to Division B of Article 5 of Chapter 1, or deliver for filing a statement of change or a statement of correction pursuant to Division C of Article 5 of Chapter 1.
(Act 2016-379, §1.)
(a) The Secretary of State, upon request and payment of the requisite fee, shall furnish to any person a certificate of existence for a limited partnership if the writings filed in the office of the Secretary of State show that the limited partnership has been formed under the laws of this state. A certificate of existence shall reflect only the information on file with the Secretary of State. To the extent writings have been delivered to the Secretary of State, the certificate of existence must state:
(1) the limited partnership’s name;
(2) that the limited partnership was formed under the laws of this state, the date of formation, and the filing office in which the certificate of formation was filed;
(3) whether a statement of dissolution of the limited partnership has been delivered to the Secretary of State for filing;
(4) whether the limited partnership has delivered to the Secretary of State for filing a certificate of reinstatement;
(5) the unique identifying number or other designation as assigned by the Secretary of State; and
(6) other facts of record in the office of the Secretary of State which may be requested by the applicant.
(b) The Secretary of State, upon request and payment of the requisite fee, shall furnish to any person a certificate of authorization for a foreign limited partnership if the writings filed in the office of the Secretary of State show that the Secretary of State has filed a certificate of authority, has not revoked the certificate of authority, and has not filed a notice of cancellation. A certificate of authorization must state:
(1) the foreign limited partnership’s name and any alternate name for use in this state under Article 5 of Chapter 1;
(2) that the foreign limited partnership is authorized to conduct activities and affairs in this state;
(3) that the Secretary of State has not revoked the foreign limited partnership’s certificate of authority;
(4) that the foreign limited partnership has not filed with the Secretary of State a certificate of withdrawal, a notice of cancellation, or otherwise terminated its certificate of authority;
(5) the unique identifying number or other designation as assigned by the Secretary of State; and
(6) other facts of record in the office of the Secretary of State which may be requested by the applicant.
(c) Subject to any qualification stated in the certificate, a certificate of existence or authorization issued by the Secretary of State may be relied upon as conclusive evidence that the limited partnership or foreign limited partnership is in existence or is authorized to transact activities and affairs in this state.
(d) The Secretary of State shall not be required to issue a certificate of existence for a limited partnership if its certificate of formation was filed prior to January 1, 2011; provided, however, that the Secretary of State shall issue a certificate of existence upon the filing by the limited partnership of a certificate of information with the Secretary of State which must comply with Section 10A-1-3.08(b).
(Act 2016-379, p. 934, §1; Act 2020-73, §10; Act 2025-281, §7.)
(a) The initial limited partner or limited partners of a limited partnership are admitted as a limited partner or limited partners upon the formation of the limited partnership.
(b) After formation, a person is admitted as a limited partner of the limited partnership:
(1) as provided in the partnership agreement;
(2) as the result of a transaction effective under Article 10 of this chapter or Article 8 of Chapter 1;
(3) with the consent of all the partners; or
(4) as provided in Section 10A-9A-8.01(d) or (e).
(c) A person may be admitted as a limited partner without:
(1) acquiring a transferable interest; or
(2) making or being obligated to make a contribution to the limited partnership.
(Act 2016-379, §1.)
A limited partner does not have the right or the power as a limited partner to act for or bind the limited partnership.
(Act 2016-379, §1.)
A debt, obligation, or other liability of a limited partnership, whether arising in contract, tort, or otherwise, is not the debt, obligation, or other liability of a limited partner. A limited partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of the limited partnership solely by reason of being a limited partner, even if the limited partner participates in the management and control of the limited partnership.
(Act 2016-379, §1.)
[Superseded: 2026-08-01]
AMENDED BY ACT 2026-495, EFFECTIVE AUGUST 1, 2026. SEE ACT FOR REVISED LANGUAGE.
Notwithstanding the provisions of Sections 10A-1-3.32 and 10A-1-3.33:
(a) Subject to subsection (g), on 10 days’ demand, made in a writing received by the limited partnership, a limited partner may inspect and copy required information during regular business hours and at a reasonable location specified by the limited partnership. The limited partner need not have any particular purpose for seeking the information.
(b) Subject to subsection (g), during regular business hours and at a reasonable location specified by the limited partnership, a limited partner may obtain from the limited partnership and inspect and copy true and full information regarding the state of the activities and affairs and financial condition of the limited partnership and other information regarding the activities and affairs of the limited partnership as is just and reasonable if:
(1) the limited partner seeks the information for a purpose reasonably related to the partner’s interest as a limited partner;
(2) the limited partner makes a demand in a writing received by the limited partnership, describing with reasonable particularity the information sought and the purpose for seeking the information; and
(3) the information sought is directly connected to the limited partner’s purpose.
(c) Within 10 days after receiving a demand pursuant to subsection (b), the limited partnership in a writing shall inform the limited partner that made the demand:
(1) what information the limited partnership will provide in response to the demand;
(2) when and where the limited partnership will provide the information;
(3) if the limited partnership declines to provide any demanded information, the limited partnership’s reasons for declining; and
(4) what, if any, restrictions will be imposed pursuant to the partnership agreement or subsection (g).
(d) Subject to subsections (f) and (g), a person dissociated as a limited partner may inspect and copy required information during regular business hours and at a reasonable location specified by the limited partnership if:
(1) the required information pertains to the period during which the person was a limited partner;
(2) the person seeks the required information in good faith; and
(3) the person meets the requirements of subsection (b).
(e) The limited partnership shall respond to a demand made pursuant to subsection (d) in the same manner as provided in subsection (c).
(f) If a limited partner dies, Section 10A-9A-7.04 applies.
(g) In addition to any restriction or condition stated in its limited partnership agreement, a limited partnership, as a matter within the ordinary course of its activities and affairs, 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 limited partnership deems reasonable, any information that the limited partnership reasonably believes to be in the nature of trade secrets or other information that disclosure of which the limited partnership in good faith believes is not in the best interest of the limited partnership or could damage the limited partnership or its activities and affairs, or that the limited partnership is required by law or by agreement with a third party to keep confidential.
In a dispute concerning the reasonableness of a restriction under this subsection, the limited partnership has the burden of proving reasonableness. Any general partner, or any agent, officer or employee of a general partner or any agent of a limited partnership, who, without reasonable cause, refuses to allow any limited partner or the limited partner’s agent or attorney to inspect or copy any information of the limited partnership to which such limited partner is entitled under subsection (a) or (b) shall be personally liable to the limited partner for a penalty in an amount not to exceed ten percent of the fair market value of the limited partnership interest of the limited partner in addition to any other damages or remedy.
(h) A limited partnership may charge a person that makes a demand under this section the reasonable costs of copying, limited to the costs of labor and material.
(i) A limited partner or person dissociated as a limited partner may exercise the rights under this section through an attorney or other agent. Any restriction imposed under subsection (g) or by the partnership agreement applies both to the attorney or other agent and to the limited partner or person dissociated as a limited partner.
(j) The rights stated in this section do not extend to a person as transferee, but may be exercised by the legal representative of an individual under legal disability who is a limited partner or person dissociated as a limited partner.
(Act 2016-379, §1.)
[Effective: 2026-08-01]
(a) Subject to subsection (g), on 10 days’ demand, made in a writing received by the limited partnership, a limited partner may, for a proper purpose, inspect and copy the information required to be maintained under Section 10A-9A-1.11 during regular business hours and at a reasonable location specified by the limited partnership.
(b) Subject to subsection (g), during regular business hours and at a reasonable location specified by the limited partnership, a limited partner may, for a proper purpose, obtain from the limited partnership and inspect and copy true and full information regarding the state of the activities and affairs and financial condition of the limited partnership and other information regarding the activities and affairs of the limited partnership if:
(1) the limited partner seeks the information for a proper purpose directly related to the partner’s interest as a limited partner;
(2) the limited partner makes a demand in a writing received by the limited partnership, describing with reasonable particularity the information sought and the stated purpose for seeking the information; and
(3) the information sought is directly connected to the limited partner’s stated purpose.
(c) Within 10 days after receiving a demand pursuant to subsection (b), the limited partnership in a writing shall inform the limited partner that made the demand:
(1) what information the limited partnership will provide in response to the demand;
(2) when and where the limited partnership will provide the information;
(3) if the limited partnership declines to provide any demanded information, the limited partnership’s reasons for declining; and
(4) what, if any, restrictions will be imposed pursuant to the partnership agreement or subsection (g).
(d) Subject to subsections (f) and (g), a person dissociated as a limited partner may, for a proper purpose, inspect and copy the information required to be maintained under Section 10A-9A-1.11 during regular business hours and at a reasonable location specified by the limited partnership if:
(1) the required information pertains to the period during which the person was a limited partner;
(2) the person seeks the required information in good faith and for a proper purpose; and
(3) the person meets the requirements of subsection (b).
(e) The limited partnership shall respond to a demand made pursuant to subsection (d) in the same manner as provided in subsection (c).
(f) If a limited partner dies, Section 10A-9A-7.04 applies.
(g) In addition to any restriction or condition stated in its limited partnership agreement, a limited partnership, as a matter within the ordinary course of its activities and affairs, 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;
(2) keep confidential from the partners and any other person, for such period of time as the limited partnership deems reasonable, any information that the limited partnership reasonably believes to be in the nature of trade secrets or other information that disclosure of which the limited partnership in good faith believes is not in the best interest of the limited partnership or could damage the limited partnership or its activities and affairs, or that the limited partnership is required by law or by agreement with a third party to keep confidential; and
(3) redact portions of the records to be inspected and copied to the extent the portions so redacted are not directly related to the limited partner’s or other person’s purpose.
In a dispute concerning the reasonableness of a restriction under this subsection, the limited partnership has the burden of proving reasonableness.
(h) A limited partnership may charge a person that makes a demand under this section the reasonable costs of copying, limited to the costs of labor and material.
(i) A limited partner or person dissociated as a limited partner may exercise the rights under this section through an attorney or other agent. Any restriction imposed under subsection (g) or by the partnership agreement applies both to the attorney or other agent and to the limited partner or person dissociated as a limited partner. If the demanding person’s agent or attorney is to inspect and copy the books and records of the limited partnership, the demand shall be accompanied by a power of attorney or other writing which authorizes the agent or attorney to so act on behalf of the demanding person.
(j) The rights stated in this section do not extend to a person as transferee, but may be exercised by the legal representative of an individual under legal disability who is a limited partner or person dissociated as a limited partner.
(k) The rights under this section may be denied by the limited partnership if the limited partnership determines that the demanding person has within two years preceding his, her, or its demand improperly used any information secured through any prior examination of the records of the limited partnership.
(l) For purposes of this section, a proper purpose shall mean a purpose directly related to the limited partner or dissociated limited partner’s interest as a limited partner or dissociated limited partner, as the case may be; provided, however, that a demand shall not be for a proper purpose if the limited partnership reasonably determines that the demand is in connection with:
(1) an active or pending derivative proceeding in the right of the limited partnership under Article 9 of this chapter that is or is expected to be instituted or maintained by the limited partner or the limited partner’s affiliate; or
(2) an active or pending civil lawsuit to which the limited partnership, or its affiliate, and the limited partner or dissociated limited partner, or the affiliate thereof, are, or are expected to be, adversarial named parties.
(m) If a limited partnership does not within a reasonable time allow a person who complies with the requirements of this section to inspect and copy the records required by this section, the person who complies with this section may apply to the designated court, and if none, the circuit court for the county in which the limited partnership’s principal office is located in this state, and if none in this state, the circuit court for the county in which the limited partnership’s most recent registered office is located for an order to permit inspection and copying of the records demanded. The court shall dispose of an application under this subsection on an expedited basis. If the court orders inspection and copying of the records demanded under this section, it may impose reasonable restrictions on their confidentiality, use, or distribution by the demanding person and the court shall also order the limited partnership to pay the demanding person’s expenses incurred to obtain the order unless the limited partnership establishes that the limited partnership refused inspection in good faith because the limited partnership had:
(1) a reasonable basis for doubt about the right of the demanding person to inspect the records demanded; or
(2) required reasonable restrictions on the confidentiality, use, or distribution of the records demanded to which the demanding person had been unwilling to agree. If the limited partnership has declined to deliver or make available the records because the demanding person had been unwilling to agree to restrictions proposed by the limited partnership on the confidentiality, use, or distribution of the records, the limited partnership shall have the burden of demonstrating that the restrictions proposed by the limited partnership were reasonable.
(Act 2016-379, §1; Act 2026-495, §1.)
(a) Except as otherwise provided in subsection (b), a limited partner does not have any duty to the limited partnership or to any other partner solely by reason of being a limited partner.
(b) A limited partner shall discharge the duties to the limited partnership and the other partners under the partnership agreement and exercise any rights under this chapter or the partnership agreement consistently with the implied contractual covenant of good faith and fair dealing.
(c) A limited partner does not violate a duty or obligation under this chapter or under the partnership agreement merely because the limited partner’s conduct furthers the limited partner’s own interest.
(Act 2016-379, §1.)
(a) Except as otherwise provided in subsection (b), a person that makes an investment in an organization and erroneously but in good faith believes that the person has become a limited partner in the organization is not liable for the organization’s obligations by reason of making the investment, receiving distributions from the organization, or exercising any rights of or appropriate to a limited partner, if, on ascertaining the mistake, the person:
(1) causes an appropriate certificate of formation, amendment, or statement of correction to be signed and filed with the filing officer in accordance with Article 4 of Chapter 1; or
(2) withdraws from future participation as an owner in the organization by signing a statement of withdrawal and filing it with the Secretary of State.
(b) A person that makes an investment described in subsection (a) is liable to the same extent as a general partner to any third party that enters into a transaction with the organization, believing in good faith that the person is a general partner, before the statement of withdrawal, certificate of formation, amendment, or statement of correction to show that the person is not a general partner is filed with the filing officer in accordance with Article 4 of Chapter 1.
(c) If a person makes a diligent effort in good faith to comply with subsection (a)(1) and is unable to cause the appropriate certificate of formation, amendment, or statement of correction to be signed and filed with the filing officer in accordance with Article 4 of Chapter 1, the person has the right to withdraw from the organization pursuant to subsection (a)(2) even if the withdrawal would otherwise breach an agreement with others that are or have agreed to become co-owners of the organization.
(Act 2016-379, §1.)
(a) Upon formation of a limited partnership, a person is admitted as a general partner as agreed among the persons that are to be the initial partners.
(b) After formation of a limited partnership, a person is admitted as a general partner:
(1) as provided in the partnership agreement;
(2) as the result of a transaction effective under Article 10 of this chapter or Article 8 of Chapter 1;
(3) with the consent of all the partners; or
(4) as provided in Section 10A-9A-8.01(c) or (e).
(c) A person may be admitted as a general partner without:
(1) acquiring a transferable interest; or
(2) making or being obligated to make a contribution to the partnership.
(Act 2016-379, §1.)
(a) Each general partner is an agent of the limited partnership for the purposes of its activities and affairs. An act of a general partner, including the signing of a writing in the partnership’s name, for apparently carrying on in the ordinary course the limited partnership’s activities and affairs or activities and affairs of the kind carried on by the limited partnership binds the limited partnership, unless the general partner did not have authority to act for the limited partnership in the particular matter and the person with which the general partner was dealing knew, had received a notification, or had notice under Section 10A-9A-1.03(d) that the general partner lacked authority.
(b) An act of a general partner which is not apparently for carrying on in the ordinary course the limited partnership’s activities and affairs or activities and affairs of the kind carried on by the limited partnership binds the limited partnership only if the act was actually authorized by all the other partners.
(Act 2016-379, §1.)
(a) A limited partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a general partner acting in the ordinary course of activities and affairs of the limited partnership or with authority of the limited partnership.
(b) If, in the course of the limited partnership’s activities and affairs or while acting with authority of the limited partnership, a general partner receives or causes the limited partnership to receive money or property of a person not a partner, and the money or property is misapplied by a general partner, the limited partnership is liable for the loss.
(Act 2016-379, §1.)
(a) Except as otherwise provided in subsections (b) and (c), all general partners are liable jointly and severally for all debts, obligations, and liabilities of the limited partnership unless otherwise agreed by the claimant or provided by law.
(b) A person that becomes a general partner of an existing limited partnership is not personally liable for any debt, obligation, or liability of a limited partnership incurred before the person became a general partner.
(c) A debt, obligation, or liability of a limited partnership incurred while the limited partnership is a limited liability limited partnership, whether arising in contract, tort, or otherwise, is solely the debt, obligation, or liability of the limited partnership. A general partner of a limited liability limited partnership is not personally liable, directly or indirectly, by way of indemnification, contribution, assessment or otherwise, for such a debt, obligation, or liability solely by reason of being or acting, or omitting to act, as a general partner. This subsection applies despite anything inconsistent in the partnership agreement that existed immediately before the consent required to become a limited liability limited partnership under Section 10A-9A-4.06(b)(2).
(Act 2016-379, §1.)
(a) To the extent not inconsistent with Section 10A-9A-4.04, a general partner may be joined in an action against the limited partnership or named in a separate action.
(b) A judgment against a limited partnership is not by itself a judgment against a general partner. A judgment against a limited partnership may not be satisfied from a general partner’s assets unless there is also a judgment against the general partner.
(c) A judgment creditor of a general partner may not levy execution against the assets of the general partner to satisfy a judgment based on a claim against the limited partnership, unless the partner is personally liable for the claim under Section 10A-9A-4.04 and either:
(1) a judgment based on the same claim has been obtained against the limited partnership and a writ of execution on the judgment has been returned unsatisfied in whole or in part;
(2) the limited partnership is a debtor in bankruptcy;
(3) the general partner has agreed that the creditor need not exhaust limited partnership assets;
(4) a court grants permission to the judgment creditor to levy execution against the assets of a general partner based on a finding that limited partnership assets subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of limited 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 general partner by law or contract independent of the existence of the limited partnership.
(Act 2016-379, §1.)
(a) Each general partner has equal rights in the management and conduct of the limited partnership’s activities and affairs. Except as expressly provided in this chapter, any matter relating to the activities and affairs of the limited partnership is decided exclusively by the general partner or, if there is more than one general partner, by a majority of the general partners.
(b) The consent of all of the partners is necessary to:
(1) amend the partnership agreement;
(2) amend the certificate of formation to add or delete a statement that the limited partnership is a limited liability limited partnership; and
(3) sell, lease, exchange, or otherwise dispose of all, or substantially all, of the limited partnership’s property, with or without the good will, other than in the usual and regular course of the limited partnership’s activities and affairs.
(c) A limited partnership shall reimburse a general partner for payments made and indemnify a general partner for liabilities incurred by the general partner in the ordinary course of the activities and affairs of the limited partnership or for the preservation of its activities and affairs or its property.
(d) A limited partnership shall reimburse a general partner for an advance to the limited partnership beyond the amount of capital the general partner agreed to contribute.
(e) A payment or advance made by a general partner which gives rise to an obligation of the limited partnership under subsection (c) or (d) constitutes a loan to the limited partnership which accrues interest from the date of the payment or advance.
(f) A general partner is not entitled to remuneration for services performed for the partnership.
(g) A limited 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 2016-379, p. 934, §1; Act 2021-299, §5.)
(a) Subject to subsection (f), a general partner, without having any particular purpose for seeking the information, may inspect and copy during regular business hours at a reasonable location specified by the limited partnership, required information and any other records maintained by the limited partnership regarding the limited partnership’s activities and affairs and financial condition.
(b) Subject to subsection (f), each general partner and the limited partnership shall furnish to a general partner:
(1) without demand, any information concerning the limited partnership’s activities and affairs and activities and affairs reasonably required for the proper exercise of the general partner’s rights and duties under the partnership agreement or this chapter; and
(2) on demand, any other information concerning the limited partnership’s activities and affairs, 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 limited partnership, a person dissociated as a general 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 general partner;
(2) the person seeks the information or record in good faith; and
(3) the person satisfies the requirements imposed on a limited partner by Section 10A-9A-3.04(b).
(d) The limited partnership shall respond to a demand made pursuant to subsection (c) in the same manner as provided in Section 10A-9A-3.04(c).
(e) If a general partner dies, Section 10A-9A-7.04 applies.
(f) In addition to any restriction or condition stated in its limited partnership agreement, a limited partnership, as to a matter within the ordinary course of its activities and affairs, 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 limited partnership deems reasonable, any information that the limited partnership reasonably believes to be in the nature of trade secrets or other information the disclosure of which the limited partnership in good faith believes is not in the best interest of the limited partnership or could damage the limited partnership or its activities and affairs, or that the limited 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 limited partnership has the burden of proving reasonableness.
(g) A limited 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 general partner or person dissociated as a general 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 general partner or person dissociated as a general 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 general partner may be exercised by the legal representative of an individual who dissociated as a general partner under Section 10A-9A-6.03(6).
(j) Any general partner who, without reasonable cause, refuses to allow any general partner or person dissociated as a general partner, or their agent or attorney to inspect or copy any records of the limited partnership to which such general partner or person disassociated as a general partner is entitled under this section, shall be personally liable to the general partner or person dissociated as a general partner for a penalty in an amount not to exceed 10 percent of the fair market value of the partnership interest of the general partner or person dissociated as a general partner, in addition to any other damages or remedy.
(Act 2016-379, p. 934, §1; Act 2021-299, §5.)
(a) The duties that a general partner has to the limited 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 general partner’s duty of loyalty to the limited partnership and to the other partners includes each of the following:
(1) to account to the limited partnership and to hold as trustee for it any property, profit, or benefit derived by the general partner in the conduct or winding up of the limited partnership’s activities and affairs or derived from a use by the general partner of limited partnership property, including the appropriation of a limited partnership opportunity;
(2) to refrain from dealing with the limited partnership in the conduct or winding up of the limited partnership’s activities and affairs as or on behalf of a party having an interest adverse to the limited partnership; and
(3) to refrain from competing with the limited partnership in the conduct or winding up of the limited partnership’s activities and affairs.
(c) A general partner’s duty of care to the limited partnership and to the other partners in the conduct or winding up of the limited partnership’s activities and affairs includes refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law.
(d) A general partner shall discharge the duties to the limited 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 general partner does not violate a duty or obligation under this chapter or under the partnership agreement merely because the general partner’s conduct furthers the general partner’s own interest.
(Act 2016-379, §1.)
A general partner of a limited partnership shall be fully protected in relying in good faith upon the records of the limited partnership and upon information, opinions, reports, or statements presented by another general partner or agent of the limited partnership, or by any other person as to matters the general 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 limited 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 limited 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 2016-379, §1.)
A contribution by a partner may be made to a limited partnership as agreed by the partners.
(Act 2016-379, §1.)
(a) A partner’s obligation to make a contribution to a limited 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 limited 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 limited partnership may have under the partnership agreement or applicable law.
(c) The obligation of a partner to make a contribution to a limited partnership may be compromised only by consent of all partners. A conditional obligation of a partner to make a contribution to a limited 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 limited partnership before the time the call occurs.
(d) A creditor of a limited 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 limited partnership is not enforceable unless set forth in a writing signed by the partner.
(Act 2016-379, §1.)
All partners shall share equally in any distributions made by a limited partnership before its dissolution and winding up.
(Act 2016-379, §1.)
A partner has a right to a distribution before the dissolution and winding up of a limited partnership as provided in the partnership agreement. A decision to make a distribution before the dissolution and winding up of the limited partnership is a decision in the ordinary course of the activities and affairs of the limited partnership.
(Act 2016-379, §1.)
A partner’s dissociation does not entitle the dissociated partner to a distribution.
(Act 2016-379, §1.)
A partner does not have a right to demand and receive a distribution from a limited partnership in any form other than money. Except as otherwise provided in Section 10A-9A-8.09(c), a limited 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 2016-379, §1.)
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 limited partnership with respect to the distribution. However, the limited partnership’s obligation to make a distribution is subject to offset for any amount owed to the limited partnership by the partner or dissociated partner on whose account the distribution is made.
(Act 2016-379, §1.)
(a) A limited 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 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 partnership, exceed the fair value of the assets of the limited 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 general 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 partnership for the amount of that distribution.
(c) A limited 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 partnership for the amount of the distribution received by that partner. A limited 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 partnership’s activities and affairs under a bona fide retirement plan or other benefits program.
(g) This section shall not apply to distributions made in accordance with Section 10A-9A-8.09.
(Act 2016-379, §1.)
(a) A person does not have a right to dissociate as a limited partner before the dissolution and winding up of the limited partnership.
(b) A person is dissociated from a limited partnership as a limited partner upon the occurrence of any of the following events:
(1) an event stated in the partnership agreement as causing the person’s dissociation as a limited partner;
(2) the person is expelled as a limited partner pursuant to the partnership agreement;
(3) the person is expelled as a limited partner by the unanimous consent of the other partners if:
(A) it is unlawful to carry on the limited partnership’s activities and affairs with the person as a limited partner;
(B) there has been a transfer of all of the person’s transferable interest in the limited partnership, other than a transfer for security purposes;
(C) the person is an organization and, within 90 days after the limited partnership notifies the person that it will be expelled as a limited partner because it has filed a statement of dissolution or the equivalent, or its right to conduct activities and affairs has been suspended by its jurisdiction of formation, the statement of dissolution or the equivalent has not been revoked or its right to conduct activities and affairs has not been reinstated; or
(D) the person is an organization and, within 90 days after the limited partnership notifies the person that it will be expelled as a limited partner because the person has been dissolved and its activities and affairs are being wound up, the organization has not been reinstated or the dissolution and winding up have not been revoked or cancelled;
(4) on application by the limited partnership, the person is expelled as a limited 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 limited partnership’s activities and affairs;
(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 activities and affairs of the limited partnership that makes it not reasonably practicable to carry on the activities and affairs with the person as limited partner;
(5) in the case of a person who is an individual, 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 limited partner under this chapter or the partnership agreement;
(6) 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, but this subsection (6) shall not apply to a person who is the sole remaining limited partner of the limited partnership;
(7) in the case of a person that is a trust or is acting as a limited partner by virtue of being a trustee of a trust, the trust’s entire transferable interest in the limited partnership is distributed, but not solely by reason of the substitution of a successor trustee;
(8) in the case of a person that is an estate or is acting as a limited partner by virtue of being a personal representative of an estate, the estate’s entire transferable interest in the limited partnership is distributed, but not solely by reason of the substitution of a successor personal representative;
(9) in the case of a person that is not an individual, the legal existence of the person otherwise terminates;
(10) the transfer of a limited partner’s entire remaining transferable interest to another partner;
(11) the transfer of a limited partner’s entire remaining transferable interest to a transferee upon the transferee’s becoming a partner; or
(12) the limited partnership’s participation in a conversion or merger under Article 10 of this chapter or Article 8 of Chapter 1 if the limited 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 limited partner.
(Act 2016-379, §1.)
(a) Upon a person’s dissociation as a limited partner:
(1) subject to Section 10A-9A-7.04, the person does not have further rights as a limited partner;
(2) the person’s implied contractual covenant of good faith and fair dealing as a limited partner under Section 10A-9A-3.05(b) continues only as to matters arising and events occurring before the dissociation; and
(3) subject to Section 10A-9A-7.04, and Article 10 of this chapter and Article 8 of Chapter 1, any transferable interest owned by the person in the person’s capacity as a limited partner immediately before dissociation is owned by the person immediately after dissociation as a mere transferee.
(b) A person’s dissociation as a limited partner does not of itself discharge the person from any duty, debt, obligation, or liability to the limited partnership or the other partners that the person incurred while a limited partner.
(Act 2016-379, §1.)
A person is dissociated from a limited partnership as a general partner when any of the following occurs:
(1) the limited partnership has notice of the person’s express will to dissociate as a general partner, except that if the person specifies a dissociation date later than the date the limited partnership had notice, then the person is dissociated as a general partner on that later date;
(2) an event stated in the partnership agreement as causing the person’s dissociation as a general partner occurs;
(3) the person is expelled as a general partner pursuant to the partnership agreement;
(4) the person is expelled as a general partner by the unanimous consent of the other partners if:
(A) it is unlawful to carry on the limited partnership’s activities and affairs with the person as a general partner;
(B) there has been a transfer of all of the person’s transferable interest in the limited partnership, other than a transfer for security purposes;
(C) the person is an organization and, within 90 days after the limited partnership notifies the person that it will be expelled as a general partner because it has filed a statement of dissolution or the equivalent, or its right to conduct activities and affairs has been suspended by its jurisdiction of formation, the statement of dissolution or the equivalent has not been revoked or its right to conduct activities and affairs has not been reinstated; or
(D) the person is a limited liability company or partnership that has been dissolved and whose activities and affairs are being wound up;
(5) on application by the limited partnership, or a partner in a direct action under Section 10A-9A-9.01, the person’s expulsion as a general partner by judicial order because the person:
(A) has engaged, or is engaging, in wrongful conduct that adversely and materially affected, or will adversely and materially affect, the limited partnership’s activities and affairs;
(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 limited partnership’s activities and affairs which makes it not reasonably practicable to carry on the activities and affairs with the person as a general partner;
(6) in the case of a person who is an individual, 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 general 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 general partner by virtue of being a trustee of a trust, the trust’s entire transferable interest in the limited partnership is distributed, but not merely 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 general partner by virtue of being a personal representative of an estate, the estate’s entire transferable interest in the limited partnership is distributed, but not merely by reason of the substitution of a successor personal representative;
(10) in the case of a general partner that is not an individual, the legal existence of the person otherwise terminates;
(11) the transfer of a general partner’s entire remaining transferable interest to another partner;
(12) the transfer of a general partner’s entire remaining transferable interest to a transferee upon the transferee’s becoming a partner; or
(13) the limited partnership’s participation in a conversion or merger under Article 10 of this chapter or Article 8 of Chapter 1, if the limited 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 general partner.
(Act 2016-379, §1.)
(a) A person has the power to dissociate as a general partner at any time, rightfully or wrongfully, by express will pursuant to Section 10A-9A-6.03(1).
(b) A person’s dissociation as a general partner is wrongful only if:
(1) it is in breach of an express provision of the limited partnership; or
(2) it occurs before the completion of the winding up of the limited partnership, and:
(A) the person dissociates as a general partner by express will;
(B) the person is expelled as a general partner by judicial order under Section 10A-9A-6.03(5);
(C) the person is dissociated as a general partner by becoming a debtor in bankruptcy; or
(D) in the case of a person that is not an individual, trust other than a business trust, or estate, the person is expelled or otherwise dissociated as a general partner because it willfully dissolved or terminated.
(c) A person that wrongfully dissociates as a general partner is liable to the limited partnership and, subject to Section 10A-9A-9.01, to the other partners for damages caused by the dissociation. The liability is in addition to any other obligation of the general partner to the limited partnership or to the other partners.
(Act 2016-379, §1.)
(a) Upon a person’s dissociation as a general partner:
(1) the person’s right to participate as a general partner in the management and conduct of the partnership’s activities and affairs terminates;
(2) the person’s duty to refrain from competing with the limited partnership in the conduct or winding up of the limited partnership’s activities and affairs terminates;
(3) the person’s following duties continue only with regard to matters arising and events occurring before the person’s dissociation as a general partner:
(A) the duty to account to the limited partnership and hold as trustee for it any property, profit, or benefit derived by the general partner in the conduct and winding up of the limited partnership’s activities and affairs or derived from a use by the general partner of limited partnership property, including the appropriation of a limited partnership opportunity;
(B) the duty to refrain from dealing with the limited partnership in the conduct or winding up of the limited partnership’s activities and affairs as or on behalf of a party having an interest adverse to the limited partnership; and
(C) the duty of care under Section 10A-9A-4.08;
(4) the person may sign and deliver for filing in accordance with Article 4 of Chapter 1, a statement of dissociation pertaining to the person and, at the request of the limited partnership, if the limited partnership has not filed a statement of dissolution, shall sign an amendment to the certificate of formation which states that the person has dissociated; and
(5) subject to Section 10A-9A-7.04, Article 10 of this chapter and Article 8 of Chapter 1, any transferable interest owned by the person immediately before dissociation in the person’s capacity as a general partner is owned immediately after dissociation by the person as a mere transferee.
(b) A person’s dissociation as a general partner does not of itself discharge the person from any duty, debt, obligation, or liability to the limited partnership or the other partners which the person incurred while a general partner.
(Act 2016-379, §1.)
(a) After a person is dissociated as a general partner and before the limited partnership is dissolved, converted under Article 10 of this chapter or under Article 8 of Chapter 1, or merged out of existence under Article 10 of this chapter or Article 8 of Chapter 1, the limited partnership is bound by an act of the person only if:
(1) the act would have bound the limited partnership under Section 10A-9A-4.02 before the dissociation; and
(2) at the time the other party enters into the transaction the other party does not have notice of the dissociation and reasonably believes that the person is a general partner.
(b) If a limited partnership is bound under subsection (a), the person dissociated as a general partner which caused the limited partnership to be bound is liable:
(1) to the limited partnership for any damage caused to the limited partnership arising from the obligation incurred under subsection (a); and
(2) if a general partner or another person dissociated as a general partner is liable for the obligation, to the general partner or other person for any damage caused to the general partner or other person arising from the liability.
(Act 2016-379, §1.)
(a) A person’s dissociation as a general partner does not of itself discharge the person’s liability as a general partner for a debt, obligation, or liability of the limited partnership incurred before dissociation. Except as otherwise provided in subsections (b) and (c), the person is not liable for a limited partnership’s debts, obligations, or liabilities incurred after dissociation.
(b) A person whose dissociation as a general partner resulted in a dissolution and winding up of the limited partnership’s activities and affairs is liable to the same extent as a general partner under Section 10A-9A-4.04 on an obligation incurred by the limited partnership under Section 10A-9A-8.04.
(c) A person that has dissociated as a general partner but whose dissociation did not result in a dissolution and winding up of the limited partnership’s activities and affairs is liable on a transaction entered into by the limited partnership after the dissociation only if:
(1) a general partner would be liable on the transaction; and
(2) at the time the other party enters into the transaction the other party does not have notice of the dissociation and reasonably believes that the person is a general partner.
(d) By agreement with a creditor of a limited partnership and the limited partnership, a person dissociated as a general partner may be released from liability for an obligation of the limited partnership.
(e) A person dissociated as a general partner is released from liability for a debt, obligation, or liability of the limited partnership if the limited partnership’s creditor, with notice of the person’s dissociation as a general partner but without the person’s consent, agrees to a material alteration in the nature or time of payment of the debt, obligation, or liability.
(Act 2016-379, §1.)
The only interest of a partner which is transferable is the partner’s transferable interest. A transferable interest is personal property.
(Act 2016-379, §1.)
(a) A transfer, in whole or in part, of a partner’s transferable interest:
(1) is permissible;
(2) does not by itself cause the partner’s dissociation;
(3) does not by itself cause a dissolution and winding up of the limited partnership; and
(4) subject to Section 10A-9A-7.04, does not entitle the transferee to:
(A) participate in the management or conduct of the limited partnership’s activities and affairs; or
(B) except as otherwise provided in subsection (d), have access to required information, records, or other information concerning the partnership’s activities and affairs.
(b) A transferee has the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled.
(c) A transferable interest may be evidenced by a certificate of transferable interest issued by the limited partnership. A partnership agreement may provide for the transfer of the transferable interest represented by the certificate and make other provisions with respect to the certificate. No certificate of transferable interest shall be issued in bearer form.
(d) In a dissolution and winding up, a transferee is entitled to an account of the limited partnership’s transactions only from the date of dissolution.
(e) Except as otherwise provided in Sections 10A-9A-6.01(b)(3), 10A-9A-6.01(b)(10), 10A-9A-6.01(b)(11), 10A-9A-6.03(4)(B), 10A-9A-6.03(11), and 10A-9A-6.03(12) when a partner transfers a transferable interest, the transferor retains the rights of a partner other than the right to distributions transferred and retains all duties and obligations of a partner.
(f) A limited partnership need not give effect to a transferee’s rights under this section until the limited partnership has notice of the transfer.
(g) When a partner transfers a transferable interest to a person that is admitted as a partner with respect to the transferred interest, the transferee is liable for the partner’s obligations under Sections 10A-9A-5.02 and 10A-9A-5.08 to the extent that the obligations are known to the transferee when the transferee voluntarily accepts admission as a partner.
(h) Notwithstanding anything in Title 43 to the contrary, a partnership agreement may provide that a transferable interest may or shall be transferred in whole or in part, with or without consideration, to one or more persons at the death of the holder of the transferable interest. Any transferable interest transferred pursuant to this subsection shall be subject to any outstanding charging order under Section 10A-9A-7.03. This subsection does not limit the rights of creditors of holders of transferable interests against transferees under this chapter or other laws of this state.
(Act 2016-379, p. 934, §1; Act 2025-281, §7.)
(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 limited 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 limited 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 limited 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 shall, after any payment or deposit into the court, 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 limited 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 2016-379, §1.)
If a partner dies, the deceased partner’s personal representative or other legal representative may:
(a) for the period of time, if any, that the deceased partner’s personal representative or other legal representative holds the deceased partner’s transferable interest:
(1) exercise the rights of a holder of transferable interests under this chapter;
(2) exercise the rights of a transferee under Section 10A-9A-7.02; and
(3) for purposes of settling the estate, exercise the rights of a current limited partner under Section 10A-9A-3.04; and
(b) for the period of time that the deceased partner’s personal representative or other legal representative does not hold the deceased partner’s transferable interest, for purposes of settling the estate, exercise the rights of a person dissociated as a limited partner under Section 10A-9A-3.04.
(Act 2016-379, p. 934, §1; Act 2025-281, §7.)
A limited partnership is dissolved and its activities and affairs shall be wound up upon the occurrence of the first of the following events:
(a) An event or circumstance that the partnership agreement states causes dissolution.
(b) Consent of all partners to dissolve.
(c) When there is no remaining general partner, unless either of the following applies:
(1) All of the limited partners agree in writing, within 90 days after the dissociation of the last general partner, to continue the activities and affairs of the limited partnership and to admit one or more new general partners.
(2) The activities and affairs of the limited partnership are continued and one or more new general partners are admitted in the manner stated in the partnership agreement.
(d) When there is no remaining limited partner, unless either of the following applies:
(1) All of the general partners agree in writing, within 90 days after the dissociation of the last limited partner, to continue the activities and affairs of the limited partnership and to admit one or more new limited partners.
(2) The activities and affairs of the limited partnership are continued and one or more new limited partners are admitted in the manner stated in the partnership agreement.
(e) When there are no remaining partners, unless either of the following applies:
(1) The holders of all of the transferable interests in the limited partnership agree in writing, within 90 days after the dissociation of the last general partner, to continue the activities and affairs of the limited partnership and to admit one or more new general partners and one or more new limited partners.
(2) The activities and affairs of the limited partnership are continued and one or more new general partners and one or more new limited partners are admitted in the manner stated in the partnership agreement.
(f) On application by a partner, the entry of an order dissolving the limited partnership on the grounds that it is not reasonably practicable to carry on the limited partnership’s activities and affairs in conformity with the partnership agreement, which order is entered by the designated court, and if none, the circuit court for the county in which the limited partnership’s principal office within this state is located, and if the limited partnership does not have a principal office within this state then by the circuit court for the county in which the limited partnership’s most recent registered office is located.
(Act 2016-379, p. 934, §1; Act 2020-73, §10.)
(a) A dissolved limited partnership continues its existence as a limited partnership but may not carry on any activities and affairs except as is appropriate to wind up and liquidate its activities and affairs, including:
(1) collecting its assets;
(2) disposing of its properties that will not be distributed in kind to persons owning transferable interests;
(3) discharging or making provisions for discharging its liabilities;
(4) distributing its remaining property in accordance with Section 10A-9A-8.09; and
(5) doing every other act necessary to wind up and liquidate its activities and affairs.
(b) In winding up its activities and affairs, a limited partnership may:
(1) deliver for filing a statement of dissolution to the Secretary of State setting forth:
(A) The name of the limited partnership;
(B) The unique identifying number or other designation as assigned by the Secretary of State;
(C) That the limited partnership has dissolved;
(D) The name and street mailing address of the general partner who will be winding up the affairs of the limited partnership pursuant to Section 10A-9A-8.03(a), and if none, the name and street address of the person appointed pursuant to Section 10A-9A-8.03(b) or (c) to wind up the activities and affairs of the limited partnership; and
(E) Any other information the limited partnership deems appropriate;
(2) preserve the limited partnership’s activities and affairs and property as a going concern for a reasonable time;
(3) prosecute, defend, or settle actions or proceedings, whether civil, criminal, or administrative;
(4) transfer the limited partnership’s assets;
(5) resolve disputes by mediation or arbitration; and
(6) merge or convert in accordance with Article 10 of this chapter or Article 8 of Chapter 1.
(c) The dissolution of a limited partnership does not:
(1) transfer title to the limited partnership’s property;
(2) prevent the commencement of a proceeding by or against the limited partnership in its limited partnership name;
(3) terminate, abate, or suspend a proceeding pending by or against the limited partnership on the effective date of dissolution;
(4) terminate the authority of its registered agent; or
(5) abate, suspend, or otherwise alter the application of Sections 10A-9A-3.03 and 10A-9A-4.04(b) and (c).
(d) A statement of dissolution shall be deemed to be a filing instrument under Chapter 1.
(Act 2016-379, p. 934, §1; Act 2020-73, §10; Act 2021-299, §5.)
(a) If a dissolved limited partnership has a general partner or general partners that have not dissociated, that general partner or those general partners shall wind up the activities and affairs of the limited partnership and shall have the powers set forth in Section 10A-9A-8.04.
(b) If a dissolved limited partnership does not have a general partner, a person or persons to wind up the dissolved limited partnership’s activities and affairs may be appointed by the consent of a majority of the limited partners.
(c) The designated court, and if none, the circuit court for the county in which the limited partnership’s principal office within this state is located, and if the limited partnership does not have a principal office within this state then the circuit court for the county in which the limited partnership’s most recent registered office is located, may order judicial supervision of the winding up of a dissolved limited partnership, including the appointment of a person to wind up the limited partnership’s activities and affairs:
(1) on application of a partner, if the applicant establishes good cause;
(2) on application of a partner or transferee, if the limited partnership does not have a general partner and within a reasonable time following the dissolution no person having the authority to wind up the activities and affairs of the limited partnership has been appointed pursuant to subsection (b);
(3) on application of a partner or transferee, if the limited partnership does not have a general partner and within a reasonable time following the dissolution the person appointed pursuant to subsection (b) is not winding up the activities and affairs of the limited partnership; or
(4) in connection with a proceeding under Section 10A-9A-8.01(f).
(d) A person appointed under subsection (b) or (c) is not a general partner but:
(1) has the powers of a general partner under Section 10A-9A-8.04 but is not liable for the debts, liabilities, and other obligations of the limited partnership solely by reason of having or exercising those powers or otherwise acting to wind up the activities and affairs of the dissolved limited partnership; and
(2) shall promptly deliver for filing a statement of dissolution to the Secretary of State setting forth the items listed in Section 10A-9A-8.02(b)(1) and the following:
(A) that the limited partnership does not have a general partner;
(B) the name and street mailing address of each person that has been appointed to wind up the activities and affairs of the limited partnership;
(C) that each person has been appointed pursuant to this subsection to wind up the activities and affairs of the limited partnership; and
(D) pursuant to this section, that each person has the powers of a general partner under Section 10A-9A-8.04 but is not liable for the debts, liabilities, and other obligations of the limited partnership solely by reason of having or exercising those powers or otherwise acting to wind up the activities and affairs of the dissolved limited partnership.
(Act 2016-379, p. 934, §1; Act 2020-73, §10.)
(a) A limited partnership is bound by a general partner’s act after dissolution which:
(1) is appropriate for winding up the limited partnership’s activities and affairs; or
(2) would have bound the limited partnership under Section 10A-9A-4.02 before dissolution, if, at the time the other party enters into the transaction, the other party does not have notice of the dissolution.
(b) A person dissociated as a general partner binds a limited partnership through an act occurring after dissolution only if:
(1) at the time the other party enters into the transaction the other party does not have notice of the dissociation and reasonably believes that the person is a general partner; and
(2) the act:
(A) is appropriate for winding up the limited partnership’s activities and affairs; or
(B) would have bound the limited partnership under Section 10A-9A-4.02 before dissolution and at the time the other party enters into the transaction the other party does not have notice of the dissolution.
(Act 2016-379, §1.)
(a) If a general partner having knowledge of the dissolution causes a limited partnership to incur an obligation under Section 10A-9A-8.04(a) by an act that is not appropriate for winding up the partnership’s activities and affairs, the general partner is liable:
(1) to the limited partnership for any damage caused to the limited partnership arising from the obligation; and
(2) if another general partner or a person dissociated as a general partner is liable for the obligation, to that other general partner or person for any damage caused to that other general partner or person arising from the liability.
(b) If a person dissociated as a general partner causes a limited partnership to incur an obligation under Section 10A-9A-8.04(b), the person is liable:
(1) to the limited partnership for any damage caused to the limited partnership arising from the obligation; and
(2) if a general partner or another person dissociated as a general partner is liable for the obligation, to the general partner or other person for any damage caused to the general partner or other person arising from the liability.
(Act 2016-379, §1.)
(a) A dissolved limited partnership may dispose of any known claims against it by following the procedures described in subsection (b) at any time after the effective date of the dissolution of the limited partnership.
(b) A dissolved limited partnership may give notice of the dissolution in a record to the holder of any known claim. The notice must:
(1) identify the dissolved limited partnership;
(2) describe the information required to be included in a claim;
(3) provide a mailing address to which the claim is to be sent;
(4) state the deadline, which may not be fewer than 120 days from the effective date of the notice, by which the dissolved partnership must receive the claim;
(5) state that if not sooner barred, the claim will be barred if not received by the deadline; and
(6) unless the limited partnership has been throughout its existence a limited liability limited partnership, state that the barring of a claim against the limited partnership will also bar any corresponding claim against any general partner or person dissociated as a general partner which is based on Section 10A-9A-4.04.
(c) Unless sooner barred by any other statute limiting actions, a claim against a dissolved limited partnership is barred:
(1) if a claimant who was given notice under subsection (b) does not deliver the claim to the dissolved limited partnership by the deadline; or
(2) if a claimant whose claim was rejected by the dissolved limited partnership, does not commence a proceeding to enforce the claim within 90 days from the effective date of the rejection notice.
(d) For purposes of this section, “known claim” or “claim” includes unliquidated claims, but does not include a contingent liability that has not matured so that there is no immediate right to bring suit or a claim based on an event occurring after the effective date of dissolution.
(e) Nothing in this section shall be deemed to extend any otherwise applicable statute of limitations.
(Act 2016-379, p. 934, §1; Act 2021-299, §5.)
(a) A dissolved limited partnership may publish notice of its dissolution and request that persons with claims against the dissolved limited partnership present them in accordance with the notice.
(b) The notice authorized by subsection (a) must:
(1) be published at least one time in a newspaper of general circulation in the county in which the dissolved limited partnership’s principal office is located in this state, and if none in this state, in the county in which the limited partnership’s most recent registered office is located;
(2) describe the information that must be included in a claim and provide a mailing address to which the claim is to be sent;
(3) state that if not sooner barred, a claim against the dissolved limited partnership will be barred unless a proceeding to enforce the claim is commenced within two years after the publication of the notice; and
(4) unless the limited partnership has been throughout its existence a limited liability limited partnership, state that the barring of a claim against the limited partnership will also bar any corresponding claim against any general partner or person dissociated as a general partner which is based on Section 10A-9A-4.04.
(c) If a dissolved limited partnership publishes a newspaper notice in accordance with subsection (b), unless sooner barred by any other statute limiting actions, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved limited partnership within two years after the publication date of the newspaper notice:
(1) a claimant who was not given notice under Section 10A-9A-8.06;
(2) a claimant whose claim was timely sent to the dissolved limited partnership but not acted on by the dissolved limited partnership; and
(3) a claimant whose claim is contingent at the effective date of the dissolution of the limited partnership, or is based on an event occurring after the effective date of the dissolution of the limited partnership.
(d) A claim that is not barred under this section, any other statute limiting actions, or Section 10A-9A-8.06 may be enforced:
(1) against a dissolved limited partnership, to the extent of its undistributed assets;
(2) except as provided in subsection (h), if the assets of a dissolved limited partnership have been distributed after dissolution, against the person or persons owning the transferable interests to the extent of that person’s proportionate share of the claim or of the assets distributed to that person after dissolution, whichever is less, but a person’s total liability for all claims under subsection (d) may not exceed the total amount of assets distributed to that person after dissolution of the limited partnership; or
(3) against any person liable on the claim under Section 10A-9A-4.04 and 10A-9A-6.07.
(e) A dissolved limited partnership that published a notice under this section may file an application with the designated court, and if none the circuit court for the county in which the dissolved limited partnership’s principal office is located in this state and if the dissolved limited partnership does not have a principal office within this state, in the circuit court for the county in which the dissolved limited partnership’s most recent registered office is located, for a determination of the amount and form of security to be provided for payment of claims that are contingent or have not been made known to the dissolved limited partnership or that are based on an event occurring after the effective date of the dissolution of the limited partnership but that, based on the facts known to the dissolved limited partnership, are reasonably estimated to arise after the effective date of the dissolution of the limited partnership. Provision need not be made for any claim that is or is reasonably anticipated to be barred under subsection (c).
(f) Within 10 days after the filing of the application provided for in subsection (e), notice of the proceeding shall be given by the dissolved limited partnership to each potential claimant as described in subsection (e).
(g) The circuit court under subsection (e) may appoint a guardian ad litem to represent all claimants whose identities are unknown in any proceeding brought under this section. The reasonable fees and expenses of the guardian, including all reasonable expert witness fees, shall be paid by the dissolved limited partnership.
(h) Provision by the dissolved limited partnership for security in the amount and the form ordered by the circuit court under subsection (e) shall satisfy the dissolved limited partnership’s obligation with respect to claims that are contingent, have not been made known to the dissolved limited partnership, or are based on an event occurring after the effective date of the dissolution of the limited partnership, and those claims may not be enforced against a person owning a transferable interest to whom assets have been distributed by the dissolved limited partnership after the effective date of the dissolution of the limited partnership.
(i) Nothing in this section shall be deemed to extend any otherwise applicable statute of limitations.
(j) If a claim has been satisfied, disposed of, or barred under Section 10A-9A-8.06, this section, or other law, the person or persons designated to wind up the affairs of a limited partnership, and the owners of the transferable interests receiving assets from the limited partnership, shall not be liable for that claim.
(Act 2016-379, p. 934, §1; Act 2020-73, §10; Act 2021-299, §5.)
If a claim against a dissolved limited partnership is barred under Section 10A-9A-8.06 or 10A-9A-8.07, any corresponding claim under Section 10A-9A-4.04 or 10A-9A-6.07 is also barred.
(Act 2016-379, §1.)
Upon the winding up of a limited partnership, the assets of the limited partnership, including any obligation under Article 5 of this chapter, and any contribution required by this section, shall be applied as follows:
(a) Payment, or adequate provision for payment, shall be made to creditors, including, to the extent permitted by law, partners who are creditors, in satisfaction of liabilities of the limited partnership.
(b) After a limited partnership complies with subsection (a), any surplus must be distributed:
(1) first, to each person owning a transferable interest that reflects contributions made on account of the transferable interest and not previously returned, an amount equal to the value of the person’s unreturned contributions; and
(2) then to each person owning a transferable interest in the proportions in which the owners of transferable interests share in distributions before dissolution.
(c) If the limited partnership does not have sufficient surplus to comply with subsection (b)(1), any surplus must be distributed among the owners of transferable interests in proportion to the value of their respective unreturned contributions.
(d) If a limited partnership’s assets are insufficient to satisfy all of its obligations under subsection (a), with respect to each unsatisfied obligation incurred when the limited partnership was not a limited liability limited partnership, the following rules apply:
(1) Each person that was a general partner when the obligation was incurred and that has not been released from the obligation under Section 10A-9A-6.07 shall contribute to the limited partnership for the purpose of enabling the limited partnership to satisfy the obligation. The contribution due from each of those persons is in proportion to the right to receive distributions in the capacity of general partner in effect for each of those persons when the obligation was incurred.
(2) If a person does not contribute the full amount required under paragraph (1) with respect to an unsatisfied obligation of the limited partnership, the other persons required to contribute by paragraph (1) on account of the obligation shall contribute the additional amount necessary to discharge the obligation. The additional contribution due from each of those other persons is in proportion to the right to receive distributions in the capacity of general partner in effect for each of those other persons when the obligation was incurred.
(3) If a person does not make the additional contribution required by paragraph (2), further additional contributions are determined and due in the same manner as provided in that paragraph.
(e) A person that makes an additional contribution under subsection (d)(2) or (3) may recover from any person whose failure to contribute under subsection (d)(1) or (2) necessitated the additional contribution. A person may not recover under this subsection more than the amount additionally contributed. A person’s liability under this subsection may not exceed the amount the person failed to contribute.
(f) The estate of a deceased individual is liable for the person’s obligations under this section.
(g) An assignee for the benefit of creditors of a limited partnership or a partner, or a person appointed by a court to represent creditors of a limited partnership or a partner, may enforce a person’s obligation to contribute under subsection (d).
(Act 2016-379, p. 934, §1; Act 2021-299, §5.)
A limited partnership that has been dissolved may be reinstated upon compliance with the following conditions:
(a) the consent shall have been obtained from the partners or other persons entitled to consent at the time that is:
(1) required for reinstatement under the partnership agreement; or
(2) if the partnership agreement does not state the consent required for reinstatement, sufficient for dissolution under the partnership agreement; or
(3) if the partnership agreement neither states the consent required for reinstatement nor for dissolution, sufficient for dissolution under this chapter;
(b) in the case of a written objection to reinstatement having been delivered to the limited partnership before or at the time of the consent required by subsection (a) by the partners or other persons having authority under the partnership agreement to bring about or prevent dissolution of the limited partnership, those partners or persons withdrawing that written objection effective at the time of the consent required by subsection (a);
(c) in the case of a limited partnership dissolved in a judicial proceeding initiated by one or more of the partners, the consent of each of those partners shall have been obtained and shall be included in the consent required by subsection (a); and
(d) the filing of a certificate of reinstatement in accordance with Section 10A-9A-8.11.
(Act 2016-379, p. 934, §1; Act 2021-299, §5.)
(a) In order to reinstate a limited partnership under this article, a certificate of reinstatement shall be delivered for filing to the Secretary of State which certificate of reinstatement shall have attached thereto a true and complete copy of the limited partnership’s certificate of formation. The certificate of reinstatement shall state:
(1) the name of the limited partnership before reinstatement;
(2) the name of the limited partnership following reinstatement, which limited partnership name shall comply with Section 10A-9A-8.12;
(3) the date of formation of the limited partnership;
(4) the date of dissolution of the limited partnership, if known;
(5) a statement that all applicable conditions of Section 10A-9A-8.10 have been satisfied;
(6) the address of the registered office and the name of the registered agent at that address in compliance with Article 5 of Chapter 1; and
(7) the unique identifying number or other designation as assigned by the Secretary of State.
(b) A limited partnership shall not be required to file a statement of dissolution in order to file a certificate of reinstatement.
(c) A certificate of reinstatement shall be deemed to be a filing instrument under Chapter 1.
(Act 2016-379, p. 934, §1; Act 2020-73, §10.)
The name of a limited partnership following reinstatement shall be determined as follows:
(a) If the limited partnership remains in the Secretary of State’s records as a limited partnership which has not been dissolved, then the name of the limited partnership following reinstatement shall be that limited partnership name at the time of reinstatement.
(b) If the limited partnership is listed in the Secretary of State’s records as a limited partnership that has been dissolved, then the name of a limited partnership following reinstatement shall be that limited partnership name at the time of reinstatement if that limited partnership name complies with Article 5 of Chapter 1 at the time of reinstatement. If that limited partnership name does not comply with Article 5 of Chapter 1, the name of the limited partnership following reinstatement shall be that limited partnership name followed by the word “reinstated.”
(c) A limited partnership shall not be required to file a statement of dissolution in order to retain or obtain the name of the limited partnership.
(Act 2016-379, §1.)
(a) Subject to subsection (b), upon reinstatement, the limited partnership shall be deemed for all purposes to have continued its activities and affairs as if dissolution had never occurred; and each right inuring to, and each debt, obligation, and liability incurred by, the limited partnership after the dissolution shall be determined as if the dissolution had never occurred.
(b) The rights of persons acting in reliance on the dissolution before those persons had notice of the reinstatement shall not be adversely affected by the reinstatement.
(Act 2016-379, §1.)
(a) Subject to subsection (b), a partner may maintain a direct action against another partner or partners or the limited partnership, with or without an accounting as to the partnership’s activities and affairs, to enforce the partner’s rights and otherwise protect the partner’s interests, including rights and interests under the partnership agreement or this chapter or arising independently of the partnership relationship.
(b) A partner maintaining a direct action under subsection (a) must plead and prove an actual or threatened injury that is not solely the result of an injury suffered or threatened to be suffered by the limited partnership.
(c) A partner may maintain a direct action to enforce a right of a limited partnership if all partners at the time of suit are parties to the action.
(d) The accrual of, and any time limitation on, a right of action for a remedy under this section is governed by other law.
(e) A right to an accounting upon a dissolution and winding up does not revive a claim barred by law.
(Act 2016-379, §1.)
A partner may commence or maintain a derivative action in the right of a limited partnership to enforce a right of the limited partnership by complying with this article.
(Act 2016-379, §1, p. 934, ; Act 2025-281, §7.)
A partner may commence or maintain a derivative action in the right of the limited partnership only if the partner:
(1) fairly and adequately represents the interests of the limited partnership in enforcing the right of the limited partnership; and
(2) either:
(A) was a partner of the limited partnership at the time of the act or omission of which the partner complains; or
(B) whose status as a partner devolved upon the person by operation of law or pursuant to the terms of the partnership agreement from a person who was a partner at the time of the act or omission of which the partner complains.
(Act 2016-379, §1.)
A partner may commence a derivative action in the right of the limited partnership, if:
(a) the partner first makes a written demand upon general partners requesting that they cause the limited partnership to bring an action to enforce the right and the general partners do not bring the action within a reasonable time; or
(b) a demand under subsection (a) would be futile.
(Act 2016-379, §1.)
In a derivative action, the complaint must state with particularity:
(a) the date and content of plaintiff’s demand and the general partner’s response by the limited partnership to the demand; or
(b) why the demand should be excused as futile.
(Act 2016-379, §1.)
For the purpose of allowing the general partners and the limited partnership time to undertake an inquiry into the allegations made in the demand or complaint commenced pursuant to this article, the court may stay any derivative action for the period the court deems appropriate.
(Act 2016-379, §1.)
A derivative action may not be dismissed or compromised without the approval of the court, and notice of the proposed dismissal or compromise shall be given to partners of the limited partnership in such manner as the court directs.
(Act 2016-379, §1.)
(a) Except as otherwise provided in subsection (b):
(1) any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, belong to the limited partnership and not to the derivative plaintiff; and
(2) if the derivative plaintiff receives any proceeds, the derivative plaintiff shall immediately remit them to the limited partnership.
(b) If a derivative action is successful in whole or in part, the court may award the plaintiff reasonable expenses, including reasonable attorney’s fees, from the recovery of the limited partnership.
(Act 2016-379, §1.)
In any derivative action in the right of a foreign limited partnership, the right of a person to commence or maintain a derivative action in the right of a foreign limited partnership, and any matters raised in the action covered by Sections 10A-9A-9.02 through 10A-9A-9.08, shall be governed by the law of the jurisdiction under which the foreign limited partnership was formed; except that any matters raised in the action covered by Sections 10A-9A-9.06, 10A-9A-9.07, and 10A-9A-9.08 shall be governed by the law of this state.
(Act 2016-379, §1.)
As used in this article, unless the context otherwise requires, the following terms mean:
(1) CONSTITUENT LIMITED PARTNERSHIP means a constituent organization that is a limited partnership.
(2) CONSTITUENT ORGANIZATION means an organization that is party to a merger under this article.
(3) CONVERTED ORGANIZATION means the organization into which a converting organization converts pursuant to this article.
(4) CONVERTING LIMITED PARTNERSHIP means a converting organization that is a limited partnership.
(5) CONVERTING ORGANIZATION means an organization that converts into another organization pursuant to this article.
(6) GENERAL PARTNER means a general partner of a limited partnership.
(7) GOVERNING STATUTE of an organization means the statute that governs the organization’s internal affairs.
(8) ORGANIZATION means a general partnership, including a limited liability partnership; limited partnership, including a limited liability limited partnership; limited liability company; business trust; corporation; nonprofit corporation; professional corporation; or any other person having a governing statute. The term includes domestic and foreign organizations whether or not organized for profit.
(9) ORGANIZATIONAL DOCUMENTS means:
(A) for a general partnership or foreign general partnership, its partnership agreement and if applicable, its registration as a limited liability partnership or a foreign limited liability partnership;
(B) for a limited partnership or foreign limited partnership, its certificate of formation and partnership agreement, or comparable writings as provided in its governing statute;
(C) for a limited liability company or foreign limited liability company, its certificate of formation and limited liability company agreement, or comparable writings as provided in its governing statute;
(D) for a business or statutory trust or foreign business or statutory trust its agreement of trust and declaration of trust, or comparable writings as provided in its governing statute;
(E) for a corporation for profit or foreign corporation for profit, its certificate of formation, bylaws, and other agreements among its shareholders that are authorized by its governing statute, or comparable writings as provided in its governing statute;
(F) for a nonprofit corporation or foreign nonprofit corporation, its certificate of formation, bylaws, and other agreements that are authorized by its governing statute, or comparable writings as provided in its governing statute;
(G) for a professional corporation or foreign professional corporation, its certificate of formation, bylaws, and other agreements among its shareholders that are authorized by its governing statute, or comparable writings as provided in its governing statute; and
(H) for any other organization, the basic writings that create the organization and determine its internal governance and the relations among the persons that own it, have an interest in it, or are members of it.
(10) PLAN OF MERGER. Except as set forth in Section 10A-9A-10.06(e), a plan of merger, whether referred to as a plan of merger, an agreement of merger, a merger agreement, a plan and agreement of merger, an agreement and plan of merger, or otherwise, means a writing described in Section 10A-9A-10.06 and includes any agreement, instrument, or other document referenced therein or associated therewith that sets forth the terms and conditions of the merger.
(11) SURVIVING ORGANIZATION means an organization into which one or more other organizations are merged under this article, whether the organization pre-existed the merger or was created pursuant to the merger.
(Act 2016-379, p. 934, §1; Act 2021-299, §5; Act 2025-281, §7.)
(a) An organization other than a limited partnership may convert to a limited partnership, and a limited partnership may convert to an organization other than a limited partnership pursuant to this section, Sections 10A-9A-10.03 through 10A-9A-10.05, and a plan of conversion, if:
(1) the governing statute of the organization that is not a limited partnership authorizes the conversion;
(2) the law of the jurisdiction governing the converting organization and the converted organization does not prohibit the conversion; and
(3) the converting organization and the converted organization each comply with the governing statute and organizational documents applicable to that organization in effecting the conversion.
(b) A plan of conversion must be in writing and must include:
(1) the name, type of organization, and mailing address of the principal office of the converting organization, and its unique identifying number or other designation as assigned by the Secretary of State, if any, before conversion;
(2) the name, type of organization, and mailing address of the principal office of the converted organization after conversion;
(3) the terms and conditions of the conversion, including the manner and basis for converting interests in the converting organization into any combination of money, interests in the converted organization, and other consideration allowed in Section 10A-9A-10.02(c); and
(4) the organizational documents of the converted organization.
(c) In connection with a conversion, rights or securities of or interests in the converting organization may be exchanged for or converted into cash, property, or rights or securities of or interests in the converted organization, or, in addition to or in lieu thereof, may be exchanged for or converted into cash, property, or rights or securities of or interests in another organization or may be cancelled.
(d) At the time of the approval of the plan of conversion in accordance with Section 10A-9A-10.03, the plan of conversion is not required to contain or have attached thereto any disclosure letter, disclosure schedules, or similar documents or instruments contemplated by the plan of conversion that modify, supplement, qualify, or make exceptions to representations, warranties, covenants, or conditions contained in the plan of conversion.
(Act 2016-379, p. 934, §1; Act 2019-94, §2; Act 2025-281, §7.)
(a) Subject to Section 10A-9A-10.10, a plan of conversion must be consented to by all the partners of a converting limited partnership.
(b) Subject to Section 10A-9A-10.10 and any contractual rights, after a conversion is approved, and at any time before a filing is made under Section 10A-9A-10.04, a converting limited partnership may amend the plan or abandon the planned conversion:
(1) as provided in the plan; and
(2) except as prohibited by the plan, by the same consent as was required to approve the plan.
(Act 2016-379, §1.)
(a) After a plan of conversion is approved:
(1) if the converting organization is an organization formed under, or its internal affairs are governed by, the laws of this state, the converting organization shall file a statement of conversion in accordance with subsection (c), which statement of conversion must be signed in accordance with Section 10A-9A-2.03(a) and which must include:
(A) the name, type of organization, and mailing address of the principal office of the converting organization, and its unique identifying number or other designation as assigned by the Secretary of State, if any, before conversion;
(B) the date of the filing of the certificate of formation of the converting organization, if any, and all prior amendments and the filing office or offices, if any, where such is filed;
(C) a statement that the converting organization has been converted into the converted organization;
(D) the name and type of organization of the converted organization and the jurisdiction of its governing statute;
(E) the street and mailing address of the principal office of the converted organization;
(F) the date the conversion is effective under the governing statute of the converted organization;
(G) a statement that the conversion was approved as required by this chapter;
(H) a statement that the conversion was approved as required by the governing statute of the converted organization; and
(I) a statement that a copy of the plan of conversion will be furnished by the converted organization, on request and without cost, to any owner of the converting organization; and
(J) if the converted organization is a foreign organization not authorized to conduct activities and affairs in this state, the street and mailing address of an office for the purposes of Section 10A-9A-10.05(b); and
(2) if the converted organization is a limited partnership, the converting organization shall deliver for filing a certificate of formation in accordance with subsection (d), which certificate of formation must include, in addition to the information required by Section 10A-9A-2.01(a):
(A) a statement that the limited partnership was converted from the converting organization;
(B) the name and type of organization of the converting organization, the jurisdiction of the converting organization’s governing statute, and the converting organization’s unique identifying number or other designation as assigned by the Secretary of State, if any; and
(C) a statement that the conversion was approved in a manner that complied with the converting organization’s governing statute.
(b) A conversion becomes effective:
(1) if the converted organization is a limited partnership, when the certificate of formation takes effect; and
(2) if the converted organization is not a limited partnership, as provided by the governing statute of the converted organization.
(c) If the converting organization is an organization formed under, or its internal affairs are governed by, the laws of this state, then the converting organization shall deliver for filing the statement of conversion required under subsection (a)(1) to the Secretary of State.
(d) If the converted organization is a limited partnership, the converting organization shall deliver for filing the certificate of formation required under subsection (a)(2) to the Secretary of State.
(e) If the converting organization is required to deliver for filing a statement of conversion and a certificate of formation to the Secretary of State, then the converting organization shall deliver for filing the statement of conversion and the certificate of formation to the Secretary of State simultaneously.
(f) After a conversion becomes effective, if the converted organization is a limited partnership, then, except for certified copies of documents permitted to be delivered to the judge of probate for filing pursuant to subsection (h), all filing instruments required to be filed under this title regarding that converted organization shall be filed with the Secretary of State.
(g) If:
(1) the converting organization is a filing entity or a foreign filing entity registered to conduct activities and affairs in this state;
(2) the converted organization will be a filing entity or a foreign filing entity registered to conduct activities and affairs in this state;
(3) the name of the converting organization and the converted organization are to be the same, other than words, phrases or abbreviations indicating the type of entity; and
(4) the name of the converted organization complies with Division A of Article 5 of Chapter 1 or Section 10A-1-7.07, as the case may be; then notwithstanding Division B of Article 5 of Chapter 1, no name reservation shall be required and the converted organization shall for all purposes of this title be entitled to utilize the name of the converting organization without any further action by the converting organization or the converted organization.
(h) A certified copy of any document required to be filed under this section may be filed in the real estate records in the office of the judge of probate in any county in which the converting organization owned real property, without payment and without collection by the judge of probate of any deed or other transfer tax or fee. The judge of probate shall, however, be entitled to collect a filing fee of five dollars ($5). Any such filing shall evidence chain of title, but lack of filing shall not affect the converted organization’s title to such real property.
(i) A statement of conversion is a filing instrument under Chapter 1.
(j) The filing fees for a statement of conversion shall be as set forth in Chapter 1.
(Act 2016-379, p. 934, §1; Act 2019-94, §2.)
(a) When a conversion takes effect:
(1) all property and contract rights owned by the converting organization remains vested in the converted organization without transfer, reversion, or impairment and the title to any property vested by deed or otherwise in the converting organization shall not revert or be in any way impaired by reason of the conversion;
(2) all debts, obligations, or other liabilities of the converting organization continue as debts, obligations, or other liabilities of the converted organization and neither the rights of creditors, nor the liens upon the property of the converting organization shall be impaired by the conversion;
(3) an action or proceeding pending by or against the converting organization continues as if the conversion had not occurred and the name of the converted entity may, but need not, be substituted for the name of the converting entity in any pending action or proceeding;
(4) except as prohibited by law other than this chapter, all of the rights, privileges, immunities, powers, and purposes of the converting organization remain vested in the converted organization;
(5) except as otherwise provided in the plan of conversion, the terms and conditions of the plan of conversion take effect;
(6) except as otherwise agreed, for all purposes of the laws of this state, the converting organization shall not be required to wind up its affairs or pay its liabilities and distribute its assets, and the conversion shall not be deemed to constitute a dissolution of the converting organization;
(7) for all purposes of the laws of this state, the rights, privileges, powers, interests in property, debts, liabilities, and duties of the converting organization, shall be the rights, privileges, powers, interests in property, debts, liabilities, and duties of the converted organization, and shall not be deemed as a consequence of the conversion, to have been transferred to the converted organization;
(8) if the converted organization is a limited partnership, for all purposes of the laws of this state, the limited partnership shall be deemed to be the same organization as the converting organization, and the conversion shall constitute a continuation of the existence of the converting organization in the form of a limited partnership;
(9) if the converted organization is a limited partnership, the existence of the limited partnership shall be deemed to have commenced on the date the converting organization commenced its existence in the jurisdiction in which the converting organization was first created, formed, organized, incorporated, or otherwise came into being;
(10) the conversion shall not affect the choice of law applicable to matters arising prior to conversion; and
(11) if the Secretary of State has assigned a unique identifying number or other designation to the converting organization and (i) the converted organization is formed pursuant to, or its internal affairs are governed by, the laws of this state or (ii) the converted organization is, within 30 days after the effective date of the conversion, registered to transact business in this state, then that unique identifying number or other designation shall continue to be assigned to the converted organization.
(b) A converted organization that is a foreign entity consents to the jurisdiction of the courts of this state to enforce any debt, obligation, or other liability for which the converting limited partnership, or series thereof, is liable if, before the conversion, the converting limited partnership was subject to suit in this state on the debt, obligation, or other liability. If a converted organization that is a foreign entity fails to designate or maintain a registered agent, or the designated registered agent cannot with reasonable diligence be served, then service of process on that converted organization for the purposes of enforcing a debt, obligation, or other liability under this subsection may be made in the same manner and has the same consequences as provided in Section 10A-1-5.35.
(Act 2016-379, p. 934, §1; Act 2019-94, §2.)
(a) A limited partnership may merge with one or more other constituent organizations pursuant to this section, Sections 10A-9A-10.07 through 10A-9A-10.09, and a plan of merger, if:
(1) the governing statute of each of the other organizations authorizes the merger;
(2) the merger is not prohibited by the law of a jurisdiction that enacted any of those governing statutes; and
(3) each of the other organizations complies with its governing statute in effecting the merger.
(b) A plan of merger must be in writing and must include:
(1) the name, type of organization, and mailing address of the principal office of each constituent organization, the jurisdiction of the governing statute of each constituent organization, and the respective unique identifying numbers or other designations as assigned by the Secretary of State, if any, of each constituent organization;
(2) the name, type of organization, and mailing address of the principal office of the surviving organization, the unique identifying number or other designation as assigned by the Secretary of State, if any, of the surviving organization, the jurisdiction of the governing statute of the surviving organization, and, if the surviving organization is to be created pursuant to the merger, a statement to that effect;
(3) the terms and conditions of the merger, including the manner and basis for converting the interests in each constituent organization into any combination of money, interests in the surviving organization, and other consideration as allowed by subsection (c);
(4) if the surviving organization is to be created pursuant to the merger, the surviving organization’s organizational documents; and
(5) if the surviving organization is not to be created pursuant to the merger, any amendments to be made by the merger to the surviving organization’s organizational documents.
(c) In connection with a merger, rights or securities of or interests in a constituent organization may be exchanged for or converted into cash, property, or rights or securities of or interests in the surviving organization, or, in addition to or in lieu thereof, may be exchanged for or converted into cash, property, or rights or securities of or interests in another organization or may be cancelled.
(d) In addition to the requirements of subsection (b), a plan of merger may:
(1) provide that (i) a constituent organization or any other party to the plan of merger that fails to perform its obligations under the plan of merger in accordance with the terms and conditions of the plan of merger, or that otherwise fails to comply with the terms and conditions of the plan of merger, in each case, required to be performed or complied with prior to the time the merger becomes effective, or that otherwise fails to consummate, or fails to cause the consummation of, the merger (whether prior to a specified date, upon satisfaction or, to the extent permitted by law, waiver of all conditions to consummation set forth in the plan of merger, or otherwise) shall be subject, in addition to any other remedies available at law or in equity, to the penalties or consequences as are set forth in the plan of merger (which penalties or consequences may include an obligation to pay to the other party or parties to the plan of merger an amount representing, or based on the loss of, any premium or other economic entitlement the owners of the other party would be entitled to receive pursuant to the terms of the plan of merger if the merger were consummated in accordance with the terms of the plan of merger) and (ii) if, pursuant to the terms of the plan of merger, a constituent organization is entitled to receive payment from another party to the plan of merger of any amount representing a penalty or consequence (as specified in clause (i) of this Section 10A-9A-10.06(d)(1), the constituent organization shall be entitled to enforce the other party’s payment obligation and, upon receipt of any payment, shall be entitled to retain the amount of the payment so received;
(2) provide (i) for the appointment, at or after the time at which the plan of merger is adopted by the owners of a constituent organization in accordance with the requirements of Section 10A-9A-10.07, of one or more persons (which may include the surviving or resulting entity or any officer, partner, manager, representative, or agent thereof) as representative of the owners of a constituent organization, including those whose ownership interests shall be cancelled, converted, or exchanged in the merger, and for the delegation to that person or persons of the sole and exclusive authority to take action on behalf of the owners pursuant to the plan of merger, including taking such actions as the representative determines to enforce (including by entering into settlements with respect to) the rights of the owners under the plan of merger, on the terms and subject to the conditions set forth in the plan of merger, (ii) that any appointment pursuant to clause (i) of this Section 10A-9A-10.06(d)(2) shall be irrevocable and binding on all owners from and after the adoption of the plan of merger by the requisite vote of the partners pursuant to Section 10A-9A-10.07, and (iii) that any provision adopted pursuant to this Section 10A-9A-10.06(d)(2) may not be amended after the merger has become effective or may be amended only with the consent or approval of persons specified in the plan of merger; and
(3) contain any other provision not prohibited by law.
(e) At the time of the approval of the plan of merger in accordance with Section 10A-9A-10.07, the plan of merger is not required to contain or have attached thereto any disclosure letter, disclosure schedules, or similar documents or instruments contemplated by the plan of merger that modify, supplement, qualify, or make exceptions to representations, warranties, covenants, or conditions contained in the plan of merger.
(Act 2016-379, p. 934, §1; Act 2019-94, §2; Act 2025-281, §7.)
(a) Subject to Section 10A-9A-10.10, a plan of merger must be consented to by all the partners of a constituent limited partnership.
(b) Subject to Section 10A-9A-10.10 and any contractual rights, after a merger is approved, and at any time before a filing is made under Section 10A-9A-10.08, a constituent limited partnership may amend the plan or abandon the merger:
(1) as provided in the plan; and
(2) except as prohibited by the plan, with the same consent as was required to approve the plan.
(Act 2016-379, §1.)
(a) After each constituent organization has approved the plan of merger, a statement of merger must be signed on behalf of:
(1) each constituent limited partnership, as provided in Section 10A-9A-2.03(a); and
(2) each other constituent organization, as provided by its governing statute.
(b) A statement of merger under this section must include:
(1) the name, type of organization, and mailing address of the principal office of each constituent organization, the jurisdiction of the governing statute of each constituent organization, and the respective unique identifying numbers or other designations as assigned by the Secretary of State, if any, of each constituent organization;
(2) the name, type of organization, and mailing address of the principal office of the surviving organization, the unique identifying number or other designation as assigned by the Secretary of State, if any, of the surviving organization, the jurisdiction of the governing statute of the surviving organization, and, if the surviving organization is created pursuant to the merger, a statement to that effect;
(3) the date the merger is effective under the governing statute of the surviving organization;
(4) if the surviving organization is to be created pursuant to the merger:
(A) if it will be a limited partnership, the limited partnership’s certificate of formation; or
(B) if it will be an organization other than a limited partnership, any organizational document that creates the organization that is required to be in a public writing;
(5) if the surviving organization exists before the merger, any amendments provided for in the plan of merger for the organizational document that created the organization that are required to be in a public writing;
(6) a statement as to each constituent organization that the merger was approved as required by the organization’s governing statute;
(7) a statement that a copy of the plan of merger will be furnished by the surviving organization, on request and without cost, to any owner of any constituent organization which is a party to the merger;
(8) if the surviving organization is a foreign organization not authorized to conduct activities and affairs in this state, the street and mailing address of an office for the purposes of Section 10A-9A-10.09(b); and
(9) any additional information required by the governing statute of any constituent organization.
(c) The statement of merger shall be delivered for filing to the Secretary of State.
(d) A merger becomes effective under this article:
(1) if the surviving organization is a limited partnership, upon the later of:
(A) the filing of the statement of merger with the Secretary of State; or
(B) as specified in the statement of merger; or
(2) if the surviving organization is not a limited partnership, as provided by the governing statute of the surviving organization.
(e) A certified copy of the statement of merger required to be filed under this section may be filed in the real estate records in the office of the judge of probate in any county in which any constituent organization owned real property, without payment and without collection by the judge of probate of any deed or other transfer tax or fee. The judge of probate, however, shall be entitled to collect the filing fee of five dollars ($5). Any such filing shall evidence chain of title, but lack of filing shall not affect the surviving organization’s title to such real property.
(f) A statement of merger is a filing instrument under Chapter 1.
(g) The filing fees for a statement of merger shall be as set forth in Chapter 1.
(Act 2016-379, p. 934, §1; Act 2019-94, §2; Act 2023-503, §7.)
(a) When a merger becomes effective:
(1) the surviving organization continues or, in the case of a surviving organization created pursuant to the merger, comes into existence;
(2) each constituent organization that merges into the surviving organization ceases to exist as a separate entity;
(3) except as provided in the plan of merger all property owned by, and every contract right possessed by, each constituent organization that ceases to exist vests in the surviving organization without transfer, reversion, or impairment and the title to any property and contract rights vested by deed or otherwise in the surviving organization shall not revert, be in any way impaired, or be deemed to be a transfer by reason of the merger;
(4) all debts, obligations, and other liabilities of each constituent organization, other than the surviving organization, are debts, obligations, and other liabilities of the surviving organization, and neither the rights of creditors, nor any liens upon the property of any constituent organization, shall be impaired by the merger;
(5) an action or proceeding pending by or against any constituent organization continues as if the merger had not occurred and the name of the surviving organization may be, but need not be, substituted in any pending proceeding for the name of any constituent organization whose separate existence ceased in the merger;
(6) except as prohibited by law other than this chapter, or as provided in the plan of merger, all of the rights, privileges, franchises, immunities, powers, and purposes of each constituent organization, other than the surviving organization, vest in the surviving organization;
(7) except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect;
(8) except as otherwise agreed, if a constituent limited partnership ceases to exist, the merger does not dissolve the limited partnership;
(9) if the surviving organization is created pursuant to the merger:
(A) if it is a limited partnership, the certificate of formation becomes effective; or
(B) if it is an organization other than a limited partnership, the organizational documents that create the organization become effective;
(10) if the surviving organization existed before the merger, any amendments provided for in the statement of merger for the organizational documents of that organization become effective;
(11) the transferable interests of each limited partnership that is a constituent organization to the merger, and the ownership interests of each organization that is not a limited partnership, but is a constituent organization to the merger, that are to be converted in accordance with the terms of the merger into transferable interest, ownership interests, other securities, obligations, rights to acquire transferable interest, ownership interests, or other securities, cash, other property, or any combination of the foregoing, are converted, and the former holder of such transferable interests or ownership interests is entitled only to the rights provided to that former holder by those terms or the statute governing that former holder’s constituent organization; and
(12) if the surviving organization exists before the merger:
(i) except as provided in the plan of merger, all the property and contract rights of the surviving organization remain its property and contract rights without transfer, reversion, or impairment;
(ii) the surviving organization remains subject to all its debts, obligations, and other liabilities; and
(iii) except as provided by law other than this chapter, or the plan of merger, the surviving organization continues to hold all of its rights, privileges, franchises, immunities, powers, and purposes.
(b) A surviving organization that is a foreign entity consents to the jurisdiction of this state to enforce any debt, obligation, or other liability owed by a constituent organization, if before the merger the constituent organization was subject to suit in this state on the debt, obligation, or other liability. If a surviving organization that is a foreign entity fails to designate or maintain a registered agent, or the designated registered agent cannot with reasonable diligence be served, then the service of process on that surviving organization for the purposes of enforcing a debt, obligation, or other liability under this subsection may be made in the same manner and has the same consequences as provided in Section 10A-1-5.35.
(Act 2016-379, p. 934, §1; Act 2018-125, §6; Act 2019-94, §2.)
(a) If a partner of a converting or constituent limited partnership will have personal liability with respect to a converted or surviving organization, approval and amendment of a plan of conversion or plan of merger are ineffective without that partner’s consent to the plan.
(b) An amendment to a certificate of formation which deletes a statement that the limited partnership is a limited liability limited partnership is ineffective without each general partner’s written consent to such amendment.
(c) A partner does not give the consent required by subsection (a) or (b) merely by consenting to a provision of the partnership agreement that permits the partnership agreement to be amended with the consent of fewer than all the partners.
(Act 2016-379, §1.)
(a) A conversion or merger under this article does not discharge any liability under Sections 10A-9A-4.04 and 10A-9A-6.07 of a person that was a general partner in or dissociated as a general partner from a converting or constituent limited partnership, but:
(1) the provisions of this chapter pertaining to the collection or discharge of the liability continue to apply to the liability;
(2) for the purposes of applying those provisions, the converted or surviving organization is deemed to be the converting or constituent limited partnership; and
(3) if a person is required to pay any amount under this subsection:
(A) the person has a right of contribution from each other person that was liable as a general partner under Section 10A-9A-4.04 when the obligation was incurred and has not been released from the obligation under Section 10A-9A-6.07; and
(B) the contribution due from each of those persons is in proportion to the right to receive distributions in the capacity of general partner in effect for each of those persons when the obligation was incurred.
(b) In addition to any other liability provided by law:
(1) a person that immediately before a conversion or merger became effective was a general partner in a converting or constituent limited partnership that was not a limited liability limited partnership is personally liable for each obligation of the converted or surviving organization arising from a transaction with a third party after the conversion or merger becomes effective, if, at the time the third party enters into the transaction, the third party:
(A) does not have notice of the conversion or merger; and
(B) reasonably believes that:
(i) the converted or surviving business is the converting or constituent limited partnership;
(ii) the converting or constituent limited partnership is not a limited liability limited partnership; and
(iii) the person is a general partner in the converting or constituent limited partnership; and
(2) a person that was dissociated as a general partner from a converting or constituent limited partnership before the conversion or merger became effective is personally liable for each obligation of the converted or surviving organization arising from a transaction with a third party after the conversion or merger becomes effective, if:
(A) immediately before the conversion or merger became effective the converting or surviving limited partnership was not a limited liability limited partnership; and
(B) at the time the third party enters into the transaction the third party:
(i) does not have notice of the dissociation;
(ii) does not have notice of the conversion or merger; and
(iii) reasonably believes that the converted or surviving organization is the converting or constituent limited partnership, the converting or constituent limited partnership is not a limited liability limited partnership, and the person is a general partner in the converting or constituent limited partnership.
(Act 2016-379, §1.)
(a) An act of a person that immediately before a conversion or merger became effective was a general partner in a converting or constituent limited partnership binds the converted or surviving organization after the conversion or merger becomes effective, if:
(1) before the conversion or merger became effective, the act would have bound the converting or constituent limited partnership under Section 10A-9A-4.02; and
(2) at the time the third party enters into the transaction, the third party:
(A) does not have notice of the conversion or merger; and
(B) reasonably believes that the converted or surviving business is the converting or constituent limited partnership and that the person is a general partner in the converting or constituent limited partnership.
(b) An act of a person that before a conversion or merger became effective was dissociated as a general partner from a converting or constituent limited partnership binds the converted or surviving organization after the conversion or merger becomes effective, if:
(1) before the conversion or merger became effective, the act would have bound the converting or constituent limited partnership under Section 10A-9A-4.02 if the person had been a general partner; and
(2) at the time the third party enters into the transaction, the third party:
(A) does not have notice of the dissociation;
(B) does not have notice of the conversion or merger; and
(C) reasonably believes that the converted or surviving organization is the converting or constituent limited partnership and that the person is a general partner in the converting or constituent limited partnership.
(c) If a person having knowledge of the conversion or merger causes a converted or surviving organization to incur an obligation under subsection (a) or (b), the person is liable:
(1) to the converted or surviving organization for any damage caused to the organization arising from the obligation; and
(2) if another person is liable for the obligation, to that other person for any damage caused to that other person arising from the liability.
(Act 2016-379, §1.)
This article is not exclusive. This article does not preclude an entity from being converted or merged under law other than this chapter.
(Act 2016-379, §1.)
(a) Beginning January 1, 2017, this chapter governs all limited partnerships and all foreign limited partnerships.
(b) With respect to a limited partnership formed before January 1, 2010, the following rules apply except as the partners otherwise elect in the manner provided in the partnership agreement or by law for amending the partnership agreement:
(1) Section 10A-1-3.03 does not apply and the limited partnership has whatever duration it had under the law applicable immediately before January 1, 2010.
(2) The limited partnership is not required to amend its certificate of formation to comply with Section 10A-9A-2.01(a)(5); but once amended or restated, the certificate of formation must comply with Section 10A-9A-2.01(a)(5).
(3) Sections 10A-9A-6.01 and 10A-9A-6.02 do not apply and a limited partner has the same right and power to dissociate from the limited partnership, with the same consequences, as existed immediately before January 1, 2010.
(4) Section 10A-9A-6.03(4) does not apply.
(5) Section 10A-9A-6.03(5) does not apply and a court has the same power to expel a general partner as the court had immediately before January 1, 2010.
(6) Section 10A-9A-8.01(c) does not apply and the connection between a person’s dissociation as a general partner and the dissolution of the limited partnership is the same as existed immediately before January 1, 2010.
(c) With respect to limited partnerships formed before January 1, 2017:
(1) the limited partnership’s formation document, whether a certificate of limited partnership or a certificate of formation is deemed to be the limited partnership’s certificate of formation; and
(2) the limited partnership’s partnership agreement is deemed the limited partnership’s partnership agreement.
(d) With respect to a limited partnership formed before October 1, 1998, the term “partnership agreement” as defined in Section 10A-9A-1.02(10), includes the certificate of partnership.
(Act 2016-379, §1.)
If any provision of this chapter or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of this chapter which can be given effect without the invalid provision or application, and to this end the provisions of this chapter are severable.
(Act 2016-379, §1.)
This chapter modifies, limits, or supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. Section 7001 et seq., but this chapter does not modify, limit, or supersede Section 101(c) of that act or authorize electronic delivery of any of the notices described in Section 103(b) of that act.
(Act 2016-379, §1.)
This chapter takes effect January 1, 2017.
(Act 2016-379, §1.)
Effective January 1, 2017, the following parts of the Code of Alabama 1975 are repealed: Sections 10A-9-1.01 to 10A-9-12.08, inclusive, as amended and in effect immediately before the effective date of this act.
(Act 2016-379, §1.)
This chapter does not affect an action commenced, proceeding brought, or right accrued before this chapter takes effect.
(Act 2016-379, §1.)
For purposes of income taxation, other than under Chapter 14A of Title 40, a domestic or foreign limited partnership or limited liability limited partnership shall be treated as a partnership unless it is classified otherwise for federal income tax purposes, in which case it shall be classified in the same manner as it is for federal income tax purposes.
(Act 2016-379, §1.)