10A-5A-1.10
Section 10A-5A-1.10 Limited liability company agreement - Effect on third parties and relationship to writings effective on behalf of limited liability company. (a) If a limited liability company 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 limited liability company 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 limited liability company agreement may provide rights to any person, including a person who is not a party to the limited liability company agreement, to the extent set forth in the limited liability company agreement. (c) The obligations of a limited liability company and its members to a person in the person's capacity as a transferee or...
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10A-8A-11.08
Section 10A-8A-11.08 Taxation of limited liability partnership. A limited liability partnership and a foreign limited liability partnership shall be taxed as a partnership in accordance with Section 40-18-24, as amended from time to time, will file partnership returns as required by Section 40-18-28, as amended from time to time, and shall for all other tax purposes be taxed as a partnership, all being subject to the limited liability partnership and a foreign limited liability partnership maintaining its status as a partnership under federal income tax law. (Act 2018-125, §7.)...
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10A-1-5.07
Section 10A-1-5.07 Name of registered limited liability partnership. The name of a limited liability partnership or a foreign limited liability partnership registered to transact business in this state shall contain the words "Limited Liability Partnership" or the abbreviation "L.L.P." or "LLP". (Acts 1996, No. 96-528, p. 685, §1; §10-8A-1002; amended and renumbered by Act 2009-513, p. 967, §36; Act 2018-125, §1.)...
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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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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-5A-1.07
Section 10A-5A-1.07 Application of partnership provisions to limited liability companies; classification for federal income tax purposes. Subject to Section 10A-5A-3.01: (a) The terms "partnership" and "limited partnership," when used in any chapter or title other than the Alabama Limited Liability Company Law of 2014, the Alabama General Partnership Law, and the Alabama Limited Partnership Law, and any successors of those laws, include a limited liability company organized under this chapter, unless the context requires otherwise. (b) Notwithstanding subsection (a), for purposes of taxation, other than Chapter 14A of Title 40, a limited liability company or foreign limited liability company 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 2014-144, p. 265, §1; Act 2015-165, §1.)...
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10A-8A-4.09
Section 10A-8A-4.09 Limitations of distribution and liability for improper distributions. (a) A limited liability partnership shall not make a distribution to a partner to the extent that at the time of the distribution, after giving effect to the distribution, all liabilities of the limited liability partnership, other than liabilities to partners on account of their transferable interests and liabilities for which the recourse of creditors is limited to specific property of the limited liability partnership, exceed the fair value of the assets of the limited liability partnership, except that the fair value of the property that is subject to a liability for which recourse of creditors is limited shall be included in the assets of the limited liability partnership only to the extent that the fair value of the property exceeds that liability. (b) A partner who consents to a distribution in violation of subsection (a) or the partnership agreement, and who knew at the time of the...
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10A-9A-11.01
Section 10A-9A-11.01 Application to existing relationships. (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...
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10A-8A-11.07
Section 10A-8A-11.07 Composite returns. The Alabama Department of Revenue shall promulgate rules and regulations similar to those provided under Section 40-18-176, relating to Alabama S corporations, to permit the filing of annual composite income tax returns for one or more nonresident partners, who are individuals, of a partnership, limited liability partnership, or foreign limited liability partnership with an effective statement of foreign limited liability partnership on file with the Secretary of State, as well as one or more nonresident members, who are individuals, of a limited liability company or foreign limited liability company and one or more nonresident beneficiaries, who are individuals, of a business trust, organized under or recognized by the laws of this state. (Act 2018-125, §7.)...
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10A-9A-5.08
Section 10A-9A-5.08 Limitations on distribution and liability for improper distributions. (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...
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