10A-8A-10.01
Section 10A-8A-10.01 Limited liability partnerships; statements; cancellations. (a)
A partnership may be formed as, or may become, a limited liability partnership pursuant to
this section. (b) In order to form a limited liability partnership, the original partnership
agreement of the partnership shall state that the partnership is formed as a limited liability
partnership, and the partnership shall deliver to the Secretary of State for filing a statement
of limited liability partnership in accordance with subsection (d) of this section.
(c) In order for an existing partnership to become a limited liability partnership, the terms
and conditions on which the partnership becomes a limited liability partnership must be approved
by the affirmative approval necessary to amend the partnership agreement and, in the case
of a partnership agreement that expressly considers obligations to contribute to the partnership,
also the affirmative approval necessary to amend those provisions, and after...
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10A-8A-3.03
Section 10A-8A-3.03 Statement of authority. (a) A partnership may deliver to the Secretary
of State for filing a statement of authority, which: (1) must include the name of the partnership
and: (A) if the partnership has not filed a statement of partnership, a statement of not for
profit partnership, or a statement of limited liability partnership, (i) the street and mailing
addresses of its principal office and (ii) if the Secretary of State has assigned a unique
identifying number or other designation to the partnership, that number or designation; or
(B) if the partnership has filed a statement of partnership, a statement of not for profit
partnership, or a statement of limited liability partnership, (i) the street address and mailing
address of its principal office, (ii) the name, street address, and mailing address of its
registered agent, and (iii) the unique identifying number or other designation assigned to
the partnership by the Secretary of State. (2) with respect to any...
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10A-8A-1.02
Section 10A-8A-1.02 Definitions. Notwithstanding Section 10A-1-1.03, as used
in this chapter, unless the context otherwise requires, the following terms mean: (1) "Business"
includes every trade, occupation, and profession for profit. (2) "Disqualified person"
means any person who is not a qualified person. (3) "Distribution" except as otherwise
provided in Section 10A-8A-4.09(f), means a transfer of money or other property from
a partnership to another person on account of a transferable interest. (4) "Foreign limited
liability partnership" means a foreign partnership whose partners have limited liability
for the debts, obligations, or other liabilities of the foreign partnership under a provision
similar to Section 10A-8A-3.06(c). (5) "Foreign partnership" means a partnership
governed by the laws of a jurisdiction other than this state which would be a partnership
if governed by the laws of this state. The term includes a foreign limited liability partnership.
(6) "Limited liability...
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10A-8A-2.02
Section 10A-8A-2.02 Statement of partnership; statement of not for profit partnership.
(a) A partnership other than a partnership that has an effective statement of not for profit
partnership or an effective statement of limited liability partnership on file with the Secretary
of State may deliver to the Secretary of State for filing a statement of partnership for the
purpose of having its partnership agreement governed by the laws of this state in accordance
with Section 10A-8A-1.06(d) and providing notice of its existence in accordance with
Section 10A-8A-1.03(d)(1). A statement of partnership must contain all of the following:
(1) the name of the partnership which name must comply with Article 5 of Chapter 1; (2) the
date that the partnership was formed pursuant to, or became governed by, the laws of this
state; (3) the street and mailing address of its principal office; (4) the street and mailing
address of a registered office and the name of the registered agent at that office for...

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10A-1-7.06
Section 10A-1-7.06 Amendments to registration. (a) If any statement in an application
for registration or a statement of foreign limited liability partnership was false when made
or any arrangements or other facts described have changed, making the application for registration
or statement of foreign limited liability partnership, as applicable, inaccurate in any respect,
the foreign entity shall file with the Secretary of State an amendment correcting the false
or inaccurate statement. A foreign entity must amend its registration to change its name if
the name has changed. If the name of a foreign entity as changed is not available in this
state or otherwise does not satisfy the requirements of Article 5, the foreign entity, pursuant
to the requirements of Section 10A-1-7.07, must adopt a name that complies with Article
5 under which it will transact business in this state. (b) A foreign entity may amend its
application for registration or statement of foreign limited liability...
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10A-9A-4.06
Section 10A-9A-4.06 Management rights of general partner. (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...
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10A-9A-2.03
Section 10A-9A-2.03 Execution of documents. (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...

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10A-9A-2.02
Section 10A-9A-2.02 Amendment or restatement of certificate of formation. Notwithstanding
Division B of Article 3 of Chapter 1: (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...
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10A-9A-8.03
Section 10A-9A-8.03 Right to wind up activities and affairs. (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...
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10A-1-7.05
Section 10A-1-7.05 Effect of registration. (a) The application for registration of a
foreign entity and the statement of foreign limited liability partnership takes effect in
accordance with Article 4 of this chapter. The registration of a foreign entity remains in
effect until the registration terminates, is withdrawn, or is revoked. (b) Except in a proceeding
to revoke the registration of a foreign entity or as otherwise provided by the law of Alabama,
the Secretary of State's issuance of an acknowledgment that the foreign entity has filed an
application for registration or a statement of foreign limited liability partnership, as applicable,
is conclusive evidence of the authority of the foreign entity to transact business in this
state under the foreign entity's name or under another name stated in the application for
registration in accordance with Section 10A-1-7.04(b)(1) or stated in the statement
of foreign limited liability partnership in accordance with Section...
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