10A-8A-6.03
Section 10A-8A-6.03 Effect of partner's dissociation. (a) If a person's dissociation results in a dissolution and winding up of the partnership business or not for profit activity, Article 8 applies; otherwise, Article 7 applies. (b) Upon a person's dissociation as a partner: (1) the person's right to participate in the management and conduct of the partnership business or not for profit activity terminates, except as provided in Section 10A-8A-8.03; (2) the person's duty of loyalty under Section 10A-8A-4.11(b)(3) terminates; and (3) the person's duty of loyalty under Section 10A-8A-4.11(b)(1) and (2) and duty of care under Section 10A-8A-4.11(c) continue only with regard to matters arising and events occurring before the person's dissociation, unless the partner participates in winding up the partnership's business or not for profit activity pursuant to Section 10A-8A-8.03. (Act 2018-125, §7.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-6.03.htm - 1K - Match Info - Similar pages
10A-8A-3.01
Section 10A-8A-3.01 Partner agent of partnership. Subject to the effect of a statement of authority under Section 10A-8A-3.03: (1) Each partner is an agent of the partnership for the purpose of its business or not for profit activity. An act of a partner, including the execution of an instrument in the partnership name, for apparently carrying on in the ordinary course the partnership business or not for profit activity, or business or not for profit activity of the kind carried on by the partnership, binds the partnership, unless the partner had no authority to act for the partnership in the particular matter and the person with whom the partner was dealing knew or had notice that the partner lacked authority. (2) An act of a partner which is not apparently for carrying on in the ordinary course the partnership business or not for profit activity, or business or not for profit activity of the kind carried on by the partnership, binds the partnership only if the act was authorized by...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-3.01.htm - 1K - Match Info - Similar pages
10A-8A-7.02
Section 10A-8A-7.02 Power to bind and liability of person dissociated as a partner. (a) For one year after a person dissociates as a partner without resulting in a dissolution and winding up of the partnership business or not for profit activity, the partnership, including a surviving partnership or other surviving entity under Article 9 of this chapter and Article 8 of Chapter 1, is bound by an act of the person dissociated as a partner which would have bound the partnership under Section 10A-8A-3.01 before dissociation only if at the time of entering into the transaction the other party: (1) reasonably believed that the person dissociated as a partner was then a partner and reasonably relied on such belief in entering into the transaction; (2) did not have notice of the person's dissociation as a partner; and (3) is not deemed to have had knowledge or notice under Section 10A-8A-1.03. (b) A person dissociated as a partner is liable to the partnership for any damage caused to the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-7.02.htm - 1K - Match Info - Similar pages
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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-8.05.htm - 1K - Match Info - Similar pages
10A-8A-8.04
Section 10A-8A-8.04 Power to bind partnership after dissolution. (a) After dissolution, a partnership is bound by the act of a partner or by the act of a dissociated partner acting as a partner under Section 10A-8A-8.03(a) which: (1) is appropriate for winding up the partnership's business or not for profit activity; or (2) would have bound the partnership under Section 10A-8A-3.01 before dissolution, if, at the time the other party enters into the transaction, the other party does not have notice of the dissolution. (b) Subject to subsection (a), a person dissociated as a partner binds a partnership through an act occurring after dissolution only if: (1) at the time the other party enters into the transaction the other party does not have notice of the dissociation and reasonably believes that the person is a partner; and (2) the act: (A) is appropriate for winding up the partnership's business or not for profit activity; or (B) would have bound the partnership under Section...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-8.04.htm - 1K - Match Info - Similar pages
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.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-7.05.htm - 725 bytes - Match Info - Similar pages
10A-8A-7.03
Section 10A-8A-7.03 Liability of person dissociated as a partner to other persons. (a) A person's dissociation as a partner does not of itself discharge that person's liability for a partnership obligation incurred before dissociation. A person dissociated as a partner is not liable for a partnership obligation incurred after dissociation, except as provided in subsection (b). (b) A person that dissociates as a partner without resulting in a dissolution and winding up of the partnership business or not for profit activity is liable as a partner to the other party in a transaction entered into by the partnership, or a surviving partnership or other surviving entity under Article 9 of this chapter or Article 8 of Chapter 1, within one year after the partner's dissociation, only if the partner is liable for the obligation under Section 10A-8A-3.06 and at the time of entering into the transaction the other party: (1) reasonably believed that the person dissociated as a partner was then a...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-7.03.htm - 2K - Match Info - Similar pages
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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-4.11.htm - 2K - Match Info - Similar pages
10A-8A-6.01
Section 10A-8A-6.01 Events causing partner's dissociation. A person is dissociated from a partnership as a partner upon the occurrence of any of the following events: (1) the partnership has notice of the person's express will to dissociate as a partner, except that if the person specifies a dissociation date later than the date the partnership had notice, then the person is dissociated as a partner on that later date; (2) an event stated in the partnership agreement as causing the person's dissociation as a partner occurs; (3) the person is expelled as a partner pursuant to the partnership agreement; (4) the person is expelled as a partner by the unanimous consent of the other partners if: (A) it is unlawful to carry on the partnership's business or not for profit activity with the person as a partner; (B) there has been a transfer of all of the person's transferable interest in the partnership, other than a transfer for security purposes; (C) the person is an organization and, within...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-6.01.htm - 4K - Match Info - Similar pages
10A-8A-4.13
Section 10A-8A-4.13 Actions by partnership and partners. (a) Except as provided in Sections 10A-8A-3.06, 10A-8A-8.06, or 10A-8A-8.07, a partnership may maintain an action against a partner for a breach of the partnership agreement, or for the violation of a duty to the partnership, causing harm to the partnership. (b) Except as provided in Sections 10A-8A-3.06, 10A-8A-8.06, or 10A-8A-8.07, a partner may maintain an action against the partnership or another partner for legal or equitable relief, with or without an accounting as to partnership business or not for profit activity, to: (1) enforce the partner's rights under the partnership agreement; (2) enforce the partner's rights under this chapter, including: (i) the partner's rights under Sections 10A-8A-4.01, 10A-8A-4.03, or 10A-8A-4.04; (ii) the partner's right on dissociation to have the partner's transferable interest in the partnership purchased pursuant to Section 10A-8A-7.01 or enforce any other right under Article 6 or 7; or...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-4.13.htm - 1K - Match Info - Similar pages
|