10A-9A-1.04
Section 10A-9A-1.04 Nature and purpose. (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.)...
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10A-1-3.07
Section 10A-1-3.07 Certificate of existence or registration. Unless provided otherwise in a
chapter of this title governing an entity: (a) The Secretary of State, upon request and payment
of the requisite fee, shall furnish to any person a certificate of existence for a filing
entity if the filing instruments filed with the Secretary of State show that the filing entity
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. A certificate of existence must state:
(1) the filing entity's name; (2) that the filing entity was formed under the laws of this
state and the date of formation; (3) whether the filing entity has delivered to the Secretary
of State for filing a certificate of dissolution; (4) whether the filing entity has delivered
to the Secretary of State for filing a certificate of reinstatement; (5) the unique identifying
number or other designation of the filing entity as assigned by the...
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10A-1-7.04
Section 10A-1-7.04 Registration procedure. (a)(1) A foreign entity described in Section 10A-1-7.01(c),
other than a foreign limited liability partnership, registers by delivering to the Secretary
of State for filing an application for registration in accordance with the procedures in Article
4. (2) A foreign limited liability partnership registers by delivering to the Secretary of
State for filing a statement of foreign limited liability partnership in accordance with the
procedures in Article 4. (b) The application for registration of a foreign entity described
in Section 10A-1-7.01(c) other than a foreign limited liability partnership must state: (1)
the foreign entity's name or, if that name is not available for use in this state or otherwise
would not comply with Article 5, a name that satisfies the requirements of Section 10A-1-7.07
under which the foreign entity will transact business in this state; (2) the foreign entity's
type; (3) the foreign entity's jurisdiction of...
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10A-5-1.03
Section 10A-5-1.03 Powers. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY
1, 2017. Unless its certificate of formation provides otherwise, every limited liability company
has perpetual duration and succession in its name and has , without limitation, all powers
enumerated in Chapter 1, including Sections 10A-1-2.11, 10A-1-2.12, and 10A-1-2.13. (Acts
1993, No. 93-724, p. 1425, §4; Act 97-920, 1st Ex. Sess., p. 312, §1; §10-12-4; amended
and renumbered by Act 2009-513, p. 967, §213.)...
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10A-5-2.03
Section 10A-5-2.03 Amendment of certificate of formation. REPEALED IN THE 2014 REGULAR SESSION
BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) The certificate of formation may be amended
by delivering the amendment to the judge of probate in whose office the certificate of formation
is filed. The amendment shall set forth: (1) The name of the limited liability company. (2)
The date of filing of the certificate of formation. (3) The amendment(s). (b) Within 30 days
after the happening of any of the following events, an amendment to the certificate of formation
shall be filed to reflect the occurrence of such event or events: (1) There is a change in
the name of the limited liability company. (2) There is a false or erroneous statement in
the certificate of formation. (3) There is a change in the period of duration of the limited
liability company stated in the certificate of formation. (4) The members desire to make a
change in any other statement in the certificate of formation to...
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10A-5-6.01
Section 10A-5-6.01 Admission of additional members. REPEALED IN THE 2014 REGULAR SESSION BY
ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) After the filing of a limited liability company's
original certificate of formation, additional members may be admitted as follows: (1) In the
case of a member acquiring an interest directly from the limited liability company, upon compliance
with the operating agreement or, if the operating agreement does not provide for the admission
of additional members, with the written consent of all members. (2) In the case of an assignee
of an interest of a member, by complying with Section 10A-5-6.03. (b) The effective time of
admission of a member to a limited liability company shall be the later of: (1) The date the
limited liability company is formed. (2) The time provided in the operating agreement, or
if no time is provided, then when the person's admission is reflected in the records of the
limited liability company. (Acts 1993, No. 93-724, p. 1425,...
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10A-1-5.04
Section 10A-1-5.04 Name of corporation or foreign corporation. (a) The name of a corporation
or foreign corporation must contain: (1) the word "corporation" or "incorporated";
or (2) an abbreviation of one of those words. (b) Subsection (a) does not apply to a nonprofit
corporation or foreign nonprofit corporation, or to banks, trust companies, savings and loan
associations, or insurance companies. (c) In lieu of a word or abbreviation required by subsection
(a), the name of a professional corporation must comply with the requirements of Section 10A-1-5.08.
(d) The requirements of subsection (a) do not apply to any corporation organized before January
1, 1981. (e) For a corporation that elects to be a benefit corporation under the Alabama Business
Corporation Law, the name of that benefit corporation must contain the words "benefit
corporation," the abbreviation "B.C.," or the designation "BC" and
may not use the word "incorporated" or an abbreviation thereof. (Act 2009-513, p.
967,...
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10A-9A-2.06
Section 10A-9A-2.06 Certificate of existence or authorization. (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...
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10A-1-3.14
Section 10A-1-3.14 Effect of filing certificate of amendment. (a) An amendment to a certificate
of formation takes effect when the filing of the certificate of amendment takes effect as
provided by Article 4. (b) An amendment to a certificate of formation does not affect: (1)
an existing cause of action in favor of or against the entity for which the certificate of
amendment is sought; (2) a pending suit to which the entity is a party; or (3) an existing
right of a person other than an existing owner. (c) If the name of an entity is changed by
amendment, an action brought by or against the entity in the former name of the entity does
not abate because of the name change. (Act 2009-513, p. 967, §16.)...
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10A-1-5.05
Section 10A-1-5.05 Name of limited partnership. (a) The name of a limited partnership or a
foreign limited partnership registered to transact business in this state may contain the
name of any partner. (b) The name of a limited partnership that is not a limited liability
limited partnership must contain the phrase "limited partnership" or "Limited,"
or the abbreviation "L.P.," "LP," or "Ltd." and must not contain
the phrase "limited liability limited partnership" or the abbreviation "LLLP"
or "L.L.L.P." (c) The name of a limited liability limited partnership must contain
the phrase "limited liability limited partnership" or the abbreviation "LLLP"
or "L.L.L.P." and must not contain the abbreviation "L.P.," "LP,"
or "Ltd." (d) Subject to Section 10A-1-7.07, this section applies to any foreign
limited partnership transacting business in this state, having a certificate of authority
to transact business in this state, or applying for a certificate of authority. (e) The name
of a limited...
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