10A-8A-1.12
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.)...
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10A-8A-3.05
Section 10A-8A-3.05 Partnership liable for partner's actionable conduct. (a) A partnership
is liable for loss or injury caused to a person, or for a penalty incurred, as a result of
a wrongful act or omission, or other actionable conduct, of a partner acting in the ordinary
course of business or not for profit activity of the partnership or with authority of the
partnership. (b) If, in the ordinary course of business or not for profit activity of the
partnership's business or not for profit activity, or while acting with authority of the partnership,
a partner receives or causes the partnership to receive money or property of a person not
a partner, and the money or property is misapplied by a partner, the partnership is liable
for the loss. (Act 2018-125, §7.)...
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10A-8A-7.05
Section 10A-8A-7.05 Continued use of partnership name. Continued use of a partnership name,
or a person's name that is dissociated as a partner as part thereof, by partners continuing
the business or not for profit activity does not of itself make the person dissociated as
a partner liable for an obligation of the partners or the partnership continuing the business
or not for profit activity. (Act 2018-125, §7.)...
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10A-8A-8.05
Section 10A-8A-8.05 Liability after dissolution of partner and person dissociated as partner;
other partners, and persons dissociated as partners. (a) If a partner having knowledge of
the dissolution causes a partnership to incur an obligation under Section 10A-8A-8.04(a) by
an act that is not appropriate for winding up the partnership's business or not for profit
activity, the partner is liable: (1) to the partnership for any damage caused to the partnership
arising from the obligation; and (2) if another partner or a person dissociated as a partner
is liable for the obligation, to that other partner or person for any damage caused to that
other partner or person arising from the liability. (b) If a person dissociated as a partner
causes a partnership to incur an obligation under Section 10A-8A-8.04(b), the person is liable:
(1) to the partnership for any damage caused to the partnership arising from the obligation;
and (2) if a partner or another person dissociated as a partner is...
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10A-8A-4.01
Section 10A-8A-4.01 Partner's rights and duties. (a) Each partner is deemed to have an account
that is: (1) credited with an amount equal to the money plus the value of any other property,
net of the amount of any liabilities, the partner contributes to the partnership and the partner's
share of the partnership profits; and (2) charged with an amount equal to the money plus the
value of any other property, net of the amount of any liabilities, distributed by the partnership
to the partner and the partner's share of the partnership losses provided that a partner shall
not be charged with any share of partnership loss attributable to a debt, obligation, or liability
for which the partner is not personally liable under Section 10A-8A-3.06 unless the loss is
satisfied out of partnership assets. (b) Each partner is entitled to an equal share of the
partnership profits and, subject to the limitations in subsection (a)(2) of this section,
is chargeable with a share of the partnership losses...
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10A-8A-4.11
Section 10A-8A-4.11 General standards of partner's conduct. (a) The duties that a partner has
to the partnership and to the other partners include the duty of loyalty and the duty of care
as described in subsections (b) and (c). (b) A partner's duty of loyalty to the partnership
and to the other partners includes each of the following: (1) To account to the partnership
and to hold as trustee for it any property, profit, or benefit derived by the partner in the
conduct or winding up of the partnership's business or not-for-profit activity or derived
from a use by the partner of partnership property, including the appropriation of a partnership
opportunity. (2) To refrain from dealing with the partnership in the conduct or winding up
of the partnership's business or not-for-profit activity as or on behalf of a party having
an interest adverse to the partnership. (3) To refrain from competing with the partnership
in the conduct of the partnership's business or not-for-profit activity...
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10A-8A-2.01
Section 10A-8A-2.01 Formation of partnership. (a) Except as otherwise provided in subsection
(b), the association of two or more persons: (1) to carry on as co-owners a business for profit
forms a partnership, whether or not the persons intend to form a partnership; or (2) to carry
on any not for profit activity, forms a partnership when (A) the persons intend to form a
partnership and (B) the persons deliver to the Secretary of State for filing a statement of
not for profit partnership in accordance with Section 10A-8A-2.02(b) setting forth their intention
to form a partnership to carry on a not for profit activity. (b) An association formed under
a statute other than this chapter, a predecessor statute, or a comparable statute of another
jurisdiction is not a partnership under this chapter. (c) In determining whether a partnership
is formed under Section 10A-8A-2.01(a)(1), the following rules apply: (1) Joint tenancy, tenancy
in common, tenancy by the entireties, joint property,...
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45-37-244.02
Section 45-37-244.02 Jefferson County Entity Business License Tax. (a) This section shall apply
only to Jefferson County. (b) As used in this section, the following words and terms shall
have the meanings ascribed to them: (1) BUSINESS ACTIVITY. The carrying on or practice of
any business, vocation, occupation, work, calling, or profession for profit. (2) BUSINESS
ENTITY. A person engaged in one or more business activities, other than an individual. (3)
COUNTY. Jefferson County. (4) GOVERNING BODY. The Jefferson County Commission. (5) INDIVIDUAL.
A natural person other than a sole proprietor. (6) PERSON. Any corporation, partnership, company,
association, unincorporated organization, or other entity formed to engage in business activity.
The term includes an individual engaged in business activity as a sole proprietorship. (c)(1)
In addition to all state license taxes levied under Article 2, commencing with Section 40-12-40,
Chapter 12, Title 40, as amended, the governing body of the...
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10A-8A-4.06
Section 10A-8A-4.06 Interim distributions. Subject to Section 10A-8A-7.01, a partner has a
right to a distribution before the dissolution and winding up of a partnership as provided
in the partnership agreement. A decision to make a distribution before the dissolution and
winding up of the partnership is a decision in the ordinary course of the business or not
for profit activity of the partnership. (Act 2018-125, §7.)...
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10A-8A-4.14
Section 10A-8A-4.14 Continuation of partnership beyond definite term or particular undertaking.
(a) If a partnership for a definite term or particular undertaking is continued, without an
express agreement, after the expiration of the term or completion of the undertaking, the
rights and duties of the partners remain the same as they were at the expiration or completion,
so far as is consistent with a partnership at will. (b) If the partners, or those of them
who habitually acted in the business or not for profit activity during the term or undertaking,
continue the business or not for profit activity without any settlement or liquidation of
the partnership, they are presumed to have agreed that the partnership will continue. (Act
2018-125, §7.)...
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