Section 10A-8A-1.01 – Short Title.
Section 10A-8A-1.01 Short title. This chapter and the provisions of Chapter 1 to the extent applicable to partnerships, shall be known and may be cited as the Alabama Partnership Law. (Act 2018-125, §7.)
Section 10A-8A-1.02 – Definitions.
Section 10A-8A-1.02 Definitions. As used in this chapter, unless the context otherwise requires, the following terms mean: (1) BUSINESS includes every trade, occupation, and profession for profit. (2) DISQUALIFIED PERSON means any person who is not a qualified person. (3) DISTRIBUTION except as otherwise provided in Section 10A-8A-4.09(f), means a transfer of money or other […]
Section 10A-8A-1.03 – Knowledge and Notice.
Section 10A-8A-1.03 Knowledge and notice. (a) A person knows a fact when the person: (1) has actual knowledge of it; or (2) is deemed to know it under law other than this chapter. (b) A person has notice of a fact when the person: (1) knows of it; (2) receives notice of it; (3) has […]
Section 10A-8A-1.04 – Nature and Purpose.
Section 10A-8A-1.04 Nature and purpose. (a) A partnership is a separate legal entity. A partnership’s status for tax purposes shall not affect its status as a separate legal entity formed under this chapter. A partnership is the same entity regardless of whether the partnership has a statement of limited liability partnership under Section 10A-8A-10.01 stating […]
Section 10A-8A-1.05 – Powers; Indemnification.
Section 10A-8A-1.05 Powers; indemnification. (a) A partnership shall possess and may exercise all the powers and privileges granted and enumerated by Chapter 1 or by any other law or by its partnership agreement, together with any powers incidental thereto, including those powers and privileges necessary or convenient to the conduct, promotion, or attainment of the […]
Section 10A-8A-1.06 – Governing Law.
Section 10A-8A-1.06 Governing law. (a) Except as otherwise provided in subsections (b), (c), and (d) of this section, the law of the jurisdiction in which the partnership has its principal office governs the partnership agreement and the relations among the partners and between the partners and the partnership. (b) The law of this state governs […]
Section 10A-8A-1.07 – Supplemental Principles of Law; Rate of Interest.
Section 10A-8A-1.07 Supplemental principles of law; rate of interest. (a) It is the policy of this chapter and this state to give maximum effect to the principles of freedom of contract and to the enforceability of partnership agreements. (b) Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this […]
Section 10A-8A-1.08 – Effect of Partnership Agreement; Nonwaivable Provisions.
Section 10A-8A-1.08 Effect of partnership agreement; nonwaivable provisions. (a) Except as otherwise provided in subsections (b) and (c): (1) the partnership agreement governs relations among the partners as partners and between the partners and the partnership; and (2) to the extent the partnership agreement does not otherwise provide for a matter described in subsection (a)(1), […]
Section 10A-8A-1.09 – Partnership Agreement; Effect on Partnership and Persons Admitted as Partners.
Section 10A-8A-1.09 Partnership agreement; effect on partnership and persons admitted as partners. (a) A partnership is bound by and may enforce the partnership agreement, whether or not the partnership has itself manifested assent to the partnership agreement. (b) A person that is admitted as a partner of a partnership becomes a party to and assents […]
Section 10A-8A-1.10 – Partnership Agreement; Effect on Third Parties and Relationship to Writings Effective on Behalf of Partnership.
Section 10A-8A-1.10 Partnership agreement; Effect on third parties and relationship to writings effective on behalf of partnership. (a) If a partnership agreement provides for the manner in which it may be amended, including by requiring the approval of a person who is not a party to the partnership agreement or the satisfaction of conditions, it […]
Section 10A-8A-1.11 – Required Information.
Section 10A-8A-1.11 Required information. A partnership shall maintain the following information: (1) A current list of the full name and last known street and mailing address of each partner, in alphabetical order. (2) Copies of any filed statement. (3) Copies of the partnership’s federal, state, and local income tax returns and reports, if any, for […]
Section 10A-8A-1.12 – Transactions of Partner With Partnership.
Section 10A-8A-1.12 Transactions of partner with partnership. A partner may lend money to and transact other business or not for profit activity with the partnership and has the same rights and obligations with respect to the loan or other transaction as a person that is not a partner. (Act 2018-125, §7.)
Section 10A-8A-1.13 – Consent and Proxies of Partners.
Section 10A-8A-1.13 Consent and proxies of partners. Action requiring the consent of partners under this chapter may be taken without a meeting, and a partner may appoint a proxy to consent or otherwise act for the partner by signing a writing of appointment, either personally or by the partner’s attorney in fact. (Act 2018-125, §7.)