35-8A-103
Section 35-8A-103 Definitions. In the declaration and bylaws, unless specifically provided
otherwise or the context otherwise requires, and in this chapter, the following terms are
defined as set forth below: (1) AFFILIATE OF A DECLARANT. Any person who controls, is controlled
by, or is under common control with a declarant. A person "controls" a declarant
if the person (i) is a general partner, officer, director, or employer of the declarant, (ii)
directly or indirectly or acting in concert with one or more other persons, or through one
or more subsidiaries, owns, controls, holds with power to vote, or holds proxies representing
more than 20 percent of the voting interest in the declarant, (iii) controls in any manner
the election of a majority of the directors of the declarant, or (iv) has contributed more
than 20 percent of the capital of the declarant. A person "is controlled by" a declarant
if the declarant (i) is a general partner, officer, director, or employer of the person,...

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10A-9A-8.05
Section 10A-9A-8.05 Liability after dissolution of general partner and person dissociated as
general partner to limited partnership, other general partners, and persons dissociated as
general partner. (a) If a general partner having knowledge of the dissolution causes a limited
partnership to incur an obligation under Section 10A-9A-8.04(a) by an act that is not appropriate
for winding up the partnership's activities and affairs, the general partner is liable: (1)
to the limited partnership for any damage caused to the limited partnership arising from the
obligation; and (2) if another general partner or a person dissociated as a general partner
is liable for the obligation, to that other general partner or person for any damage caused
to that other general partner or person arising from the liability. (b) If a person dissociated
as a general partner causes a limited partnership to incur an obligation under Section 10A-9A-8.04(b),
the person is liable: (1) to the limited partnership...
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10A-9A-6.07
Section 10A-9A-6.07 Liability to other persons of person dissociated as general partner. (a)
A person's dissociation as a general partner does not of itself discharge the person's liability
as a general partner for a debt, obligation, or liability of the limited partnership incurred
before dissociation. Except as otherwise provided in subsections (b) and (c), the person is
not liable for a limited partnership's debts, obligations, or liabilities incurred after dissociation.
(b) A person whose dissociation as a general partner resulted in a dissolution and winding
up of the limited partnership's activities and affairs is liable to the same extent as a general
partner under Section 10A-9A-4.04 on an obligation incurred by the limited partnership under
Section 10A-9A-8.04. (c) A person that has dissociated as a general partner but whose dissociation
did not result in a dissolution and winding up of the limited partnership's activities and
affairs is liable on a transaction entered into by...
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10-9C-805
Section 10-9C-805 Liability after dissolution of general partner and person dissociated as
general partner to limited partnership, other general partners, and persons dissociated as
general partner. All provisions of Title 10 have been repealed or transferred to Title 10A,
effective January 1, 2011. (Act 2009-621, p. 1805, §1.)...
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10-9C-808
Section 10-9C-808 Liability of general partner and person dissociated as general partner when
claim against limited partnership barred. All provisions of Title 10 have been repealed or
transferred to Title 10A, effective January 1, 2011. (Act 2009-621, p. 1805, §1.)...
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10A-9A-8.08
Section 10A-9A-8.08 Liability of general partner and person dissociated as general partner
when claim against limited partnership barred. If a claim against a dissolved limited partnership
is barred under Section 10A-9A-8.06 or 10A-9A-8.07, any corresponding claim under Section
10A-9A-4.04 or 10A-9A-6.07 is also barred. (Act 2016-379, §1.)...
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10A-9-8.05
Section 10A-9-8.05 Liability after dissolution of general partner and person dissociated as
general partner to limited partnership, other general partners, and persons dissociated as
general partner. Repealed by Act 2016-379, §5, effective January 1, 2017. (Act 2009-621,
p. 1805, §1.)...
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10A-9-8.08
Section 10A-9-8.08 Liability of general partner and person dissociated as general partner when
claim against limited partnership barred. Repealed by Act 2016-379, §5, effective January
1, 2017. (Act 2009-621, p. 1805, §1.)...
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10A-5A-10.09
Section 10A-5A-10.09 Restrictions on approval of mergers and conversions. (a) If a member of
a converting or constituent limited liability company will have personal liability with respect
to a converted or surviving organization, approval and amendment of a plan of conversion or
plan of merger are ineffective without that member's consent to the plan. (b) A member does
not give the consent required by subsection (a) merely by consenting to a provision of the
limited liability company agreement that permits the limited liability company agreement to
be amended with the consent of fewer than all the members. (Act 2014-144, p. 265, §1.)...

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10A-9A-4.04
Section 10A-9A-4.04 General partner's liability. (a) Except as otherwise provided in subsections
(b) and (c), all general partners are liable jointly and severally for all debts, obligations,
and liabilities of the limited partnership unless otherwise agreed by the claimant or provided
by law. (b) A person that becomes a general partner of an existing limited partnership is
not personally liable for any debt, obligation, or liability of a limited partnership incurred
before the person became a general partner. (c) A debt, obligation, or liability of a limited
partnership incurred while the limited partnership is a limited liability limited partnership,
whether arising in contract, tort, or otherwise, is solely the debt, obligation, or liability
of the limited partnership. A general partner of a limited liability limited partnership is
not personally liable, directly or indirectly, by way of indemnification, contribution, assessment
or otherwise, for such a debt, obligation, or...
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