10A-8A-1.06
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 the (i) internal
affairs of a limited liability partnership, including the relations among the partners and
between the partners and the partnership, (ii) the liability of a partner as a partner for
the debts, obligations, or other liabilities of a limited liability partnership, and (iii)
the authority of the partners of a limited liability partnership. (c) The law of the jurisdiction
in which a foreign limited liability partnership has filed its statement of limited liability
partnership or similar writing governs the (i) internal affairs of that foreign limited liability
partnership, including the relations among the partners and between the...
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10A-5A-1.02
Section 10A-5A-1.02 Definitions. Notwithstanding Section 10A-1-1.03, as used
in this chapter, unless the context otherwise requires, the following terms mean: (a) "Certificate
of formation," with respect to a limited liability company, means the certificate provided
for by Section 10A-5A-2.01, and the certificate as amended or restated. (b) "Constituent
limited liability company" means a constituent organization that is a limited liability
company. (c) "Constituent organization" means an organization that is party to a
merger under Article 10. (d) "Converted organization" means the organization into
which a converting organization converts pursuant to Article 10. (e) "Converting limited
liability company" means a converting organization that is a limited liability company.
(f) "Converting organization" means an organization that converts into another organization
pursuant to Article 10. (g) "Disqualified person" means any person who is not a
qualified person. (h) "Distribution" except...
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10A-8A-11.01
Section 10A-8A-11.01 Application to existing relationships. (a) Beginning January 1,
2019, this chapter governs all partnerships and all foreign partnerships. (b) With respect
to a partnership formed before January 1, 2019, and governed by the laws of this state, the
following rules apply: (1) a registration of a limited liability partnership which is current
and effective as of December 31, 2018, shall remain effective without further action on the
part of the limited liability partnership, and a partnership having the status of a limited
liability partnership, under predecessor law, shall have the status of a limited liability
partnership under this chapter and to the extent such partnership has not filed a statement
of limited liability partnership pursuant to this chapter, the registration or latest annual
notice filed by such partnership under predecessor law shall constitute a statement of limited
liability partnership filed under this chapter; (2) a partnership's partnership...
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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-1-1.03
Section 10A-1-1.03 Definitions. As used in this title, unless the context otherwise
requires, the following terms mean: (1) AFFILIATE. A person who controls, is controlled by,
or is under common control with another person. An affiliate of an individual includes the
spouse, or a parent or sibling thereof, of the individual, or a child, grandchild, sibling,
parent, or spouse of any thereof, of the individual, or an individual having the same home
as the individual, or a trust or estate of which an individual specified in this sentence
is a substantial beneficiary; a trust, estate, incompetent, conservatee, protected person,
or minor of which the individual is a fiduciary; or an entity of which the individual is director,
general partner, agent, employee or the governing authority or member of the governing authority.
(2) ASSOCIATE. When used to indicate a relationship with: (A) a domestic or foreign entity
for which the person is: (i) an officer or governing person; or (ii) a beneficial...
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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-10-1.15
Section 10A-10-1.15 Merger. (a) For purposes of this section, the following words
shall have the respective meanings ascribed to them: (1) ALABAMA REAL ESTATE INVESTMENT TRUST.
A real estate investment trust organized in compliance with the provisions of this chapter.
(2) BUSINESS TRUST. a. An entity described in Section 10A-16-1.01. b. An unincorporated
trust or association, including an Alabama real estate investment trust, a common-law trust,
or a Massachusetts trust, which is engaged in business and in which property is acquired,
held, managed, administered, controlled, invested, or disposed of for the benefit and profit
of any person who may become a holder of a transferable unit of beneficial interest in the
trust. (3) DOMESTIC LIMITED LIABILITY COMPANY. A limited liability company as defined under
the Alabama Limited Liability Company Law. (4) DOMESTIC LIMITED PARTNERSHIP. A limited partnership
as defined under the Alabama Limited Partnership Law. (5) FOREIGN BUSINESS TRUST. A...
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10A-9A-1.02
Section 10A-9A-1.02 Definitions. Notwithstanding Section 10A-1-1.03, 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...
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10A-1-7.11
Section 10A-1-7.11 Voluntary withdrawal of registration. (a) A foreign entity registered
in this state may withdraw the foreign entity's registration at any time by filing a certificate
of withdrawal as provided in Article 4. (b) A certificate of withdrawal for a foreign entity
described must state: (1) the name of the foreign entity as set forth on its registration;
(2) the type of foreign entity and the foreign entity's jurisdiction of formation and, in
the case of a foreign limited liability partnership, the jurisdiction which laws govern the
foreign limited liability partnership and its partnership agreement; (3) the street address
and mailing address, if different, of the principal office of the foreign entity; (4) that
the foreign entity no longer is transacting business in this state; (5) that the foreign entity:
(A) revokes the authority of the foreign entity's registered agent in this state to accept
service of process; and (B) consents that service of process in any action,...
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10A-5-1.02
Section 10A-5-1.02 Definitions. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144
EFFECTIVE JANUARY 1, 2017. As used in this chapter, unless the context otherwise requires,
the following terms mean: (1) ARTICLES OF ORGANIZATION. The filing instrument provided for
by Section 10A-5-2.01, or, if it has been amended or restated, as most recently amended
or restated. In the case of a foreign limited liability company, the term includes all documents
serving a similar function that are required to be filed to form the limited liability company
in the state or other jurisdiction where it is organized. The term articles of organization
as used in this chapter is synonymous with the term certificate of formation as defined in
Section 10A-1-1.03(6). In this chapter, the use of the term certificate of formation
shall be deemed to include articles of organization, and vice-versa. Together with the operating
agreement, the articles of organization or certificate of formation of a limited...
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