10A-9A-6.06
Section 10A-9A-6.06 Power to bind and liability to limited partnership before dissolution of
partnership of person dissociated as general partner. (a) After a person is dissociated as
a general partner and before the limited partnership is dissolved, converted under Article
10 of this chapter or under Article 8 of Chapter 1, or merged out of existence under Article
10 of this chapter or Article 8 of Chapter 1, the limited partnership is bound by an act of
the person only if: (1) the act would have bound the limited partnership under Section 10A-9A-4.02
before the dissociation; and (2) 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 general partner. (b) If a limited partnership is bound under subsection (a), the person
dissociated as a general partner which caused the limited partnership to be bound is liable:
(1) to the limited partnership for any damage caused to the limited...
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10A-9A-5.02
Section 10A-9A-5.02 Liability for contribution. (a) A partner's obligation to make a contribution
to a limited partnership is not excused by the partner's death, disability, or other inability
to perform personally. (b) If a partner does not make a contribution required by an enforceable
promise, the partner or the partner's estate is obligated, at the election of the limited
partnership, to contribute money equal to the value of the portion of the contribution that
has not been made. The foregoing election shall be in addition to, and not in lieu of, any
other rights, including the right to specific performance, that the limited partnership may
have under the partnership agreement or applicable law. (c) The obligation of a partner to
make a contribution to a limited partnership may be compromised only by consent of all partners.
A conditional obligation of a partner to make a contribution to a limited partnership may
not be enforced unless the conditions of the obligation have been...
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10A-9A-3.05
Section 10A-9A-3.05 Limited duties of limited partners. (a) Except as otherwise provided in
subsection (b), a limited partner does not have any duty to the limited partnership or to
any other partner solely by reason of being a limited partner. (b) A limited partner shall
discharge the duties to the limited partnership and the other partners under the partnership
agreement and exercise any rights under this chapter or the partnership agreement consistently
with the implied contractual covenant of good faith and fair dealing. (c) A limited partner
does not violate a duty or obligation under this chapter or under the partnership agreement
merely because the limited partner's conduct furthers the limited partner's own interest.
(Act 2016-379, §1.)...
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10A-9A-7.04
Section 10A-9A-7.04 Power of personal representative of deceased partner. If a partner dies,
the deceased partner's personal representative or other legal representative may: (a) for
the period of time that the deceased partner's personal representative or other legal representative
holds the deceased partner's transferable interest: (1) exercise the rights of a holder of
transferable interests under this chapter; (2) exercise the rights of a transferee under Section
10A-9A-7.02; and (3) for purposes of settling the estate, exercise the rights of a current
limited partner under Section 10A-9A-3.04; and (b) for the period of time that the deceased
partner's personal representative or other legal representative does not hold the deceased
partner's transferable interest, for purposes of settling the estate, exercise the rights
of a person dissociated as a limited partner under Section 10A-9A-3.04. (Act 2016-379, §1.)...

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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...
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10A-9A-3.01
Section 10A-9A-3.01 Admission of limited partner. (a) The initial limited partner or limited
partners of a limited partnership are admitted as a limited partner or limited partners upon
the formation of the limited partnership. (b) After formation, a person is admitted as a limited
partner of the limited partnership: (1) as provided in the partnership agreement; (2) as the
result of a transaction effective under Article 10 of this chapter or Article 8 of Chapter
1; (3) with the consent of all the partners; or (4) as provided in Section 10A-9A-8.01(d)
or (e). (c) A person may be admitted as a limited partner without: (1) acquiring a transferable
interest; or (2) making or being obligated to make a contribution to the limited partnership.
(Act 2016-379, §1.)...
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10A-8A-3.06
Section 10A-8A-3.06 Partner's liability. (a) Except as otherwise provided in subsection (b)
or subsection (c), all partners are liable jointly and severally for all obligations of the
partnership unless otherwise agreed by the claimant or provided by law. (b) A person admitted
as a partner into an existing partnership is not personally liable for any partnership obligation
incurred before the person's admission as a partner. (c) Except as set forth in subsection
(b) of Section 10A-8A-10.02, a debt, obligation, or other liability of a partnership incurred
while the partnership is a limited liability partnership is solely the debt, obligation, or
other liability of the limited liability partnership. Except as set forth in subsection (b)
of Section 10A-8A-10.02, a partner in a limited liability partnership is not personally liable
or accountable, directly or indirectly, including by way of indemnification, contribution,
assessment, or otherwise, for debts, obligations, and liabilities of,...
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10A-9A-10.12
Section 10A-9A-10.12 Power of general partners and persons dissociated as general partners
to bind organization after conversion or merger. (a) An act of a person that immediately before
a conversion or merger became effective was a general partner in a converting or constituent
limited partnership binds the converted or surviving organization after the conversion or
merger becomes effective, if: (1) before the conversion or merger became effective, the act
would have bound the converting or constituent limited partnership under Section 10A-9A-4.02;
and (2) at the time the third party enters into the transaction, the third party: (A) does
not have notice of the conversion or merger; and (B) reasonably believes that the converted
or surviving business is the converting or constituent limited partnership and that the person
is a general partner in the converting or constituent limited partnership. (b) An act of a
person that before a conversion or merger became effective was dissociated...
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10A-9A-4.01
Section 10A-9A-4.01 Admission of general partner. (a) Upon formation of a limited partnership,
a person is admitted as a general partner as agreed among the persons that are to be the initial
partners. (b) After formation of a limited partnership, a person is admitted as a general
partner: (1) as provided in the partnership agreement; (2) as the result of a transaction
effective under Article 10 of this chapter or Article 8 of Chapter 1; (3) with the consent
of all the partners; or (4) as provided in Section 10A-9A-8.01(c) or (e). (c) A person may
be admitted as a general partner without: (1) acquiring a transferable interest; or (2) making
or being obligated to make a contribution to the partnership. (Act 2016-379, §1.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-4.01.htm - 1K - Match Info - Similar pages

10A-9A-7.03
Section 10A-9A-7.03 Rights of creditor of partner or transferee. (a) On application to a court
of competent jurisdiction by any judgment creditor of a partner or transferee, the court may
charge the transferable interest of the judgment debtor with payment of the unsatisfied amount
of the judgment with interest. To the extent so charged and after the limited partnership
has been served with the charging order, the judgment creditor has only the right to receive
any distribution or distributions to which the judgment debtor would otherwise be entitled
in respect of the transferable interest. (b) The limited partnership, after being served with
a charging order and its terms, shall be entitled to pay or deposit any distribution or distributions
to which the judgment debtor would otherwise be entitled in respect of the charged transferable
interest into the hands of the clerk of the court so issuing the charging order, and the payment
or deposit shall discharge the limited partnership and...
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