§ 10A-9A-1.02 — Definitions

Alabama § 10A-9A-1.02

• Jurisdiction: Alabama
• Title 10A: Alabama Business and Nonprofit Entities Code
• Ch. 9A: Alabama Limited Partnership Law
• Art. 1: General Provisions

Text

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 limited partners. The term includes a foreign limited liability limited partnership.
(5) “GENERAL PARTNER” means:
(A) with respect to a limited partnership, a person that:
(i) is admitted as a general partner under Section 10A-9A-4.01;
or
(ii) was a general partner in a limited partnership when the limited partnership became subject to this chapter under Section 10A-9A-11.01(a); and
(B) with respect to a foreign limited partnership, a person that has rights, powers, and obligations similar to those of a general partner in a limited partnership.
(6) “LIMITED LIABILITY LIMITED PARTNERSHIP,” except in the phrase “foreign limited liability limited partnership,” means a limited partnership whose certificate of formation states that the limited partnership is a limited liability limited partnership.
(7) “LIMITED PARTNER” means:
(A) with respect to a limited partnership, a person that:
(i) is admitted as a limited partner under Section 10A-9A-3.01; or
(ii) was a limited partner in a limited partnership when the limited partnership became subject to this chapter under Section 10A-9A-11.01(a); and
(B) with respect to a foreign limited partnership, a person that has rights, powers, and obligations similar to those of a limited partner in a limited partnership.
(8) “LIMITED PARTNERSHIP,” except in the phrases “foreign limited partnership” and “foreign limited liability limited partnership,” means an entity, having one or more general partners and one or more limited partners, which is formed under this chapter by two or more persons or becomes subject to this chapter under Article 10 or Section 10A-9A-11.01(a). The term includes a limited liability limited partnership.
(9) “PARTNER” means a limited partner or general partner.
(10) “PARTNERSHIP AGREEMENT” means any agreement (whether referred to as a partnership agreement or otherwise), written, oral or implied, of the partners as to the activities and affairs of a limited partnership. The partnership agreement includes any amendments to the partnership agreement.
(11) “PERSON DISSOCIATED AS A GENERAL PARTNER” means a person dissociated as a general partner of a limited partnership.
(12) “REQUIRED INFORMATION” means the information that a limited partnership is required to maintain under Section 10A-9A-1.11.
(13) “TRANSFER” means an assignment, conveyance, deed, bill of sale, lease, mortgage, security interest, encumbrance, gift, or transfer by operation of law.
(14) “TRANSFERABLE INTEREST” means a partner’s right to receive distributions from a limited partnership.
(15) “TRANSFEREE” means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a partner.

Legislative History

(Act 2016-379, p. 934, §1; Act 2021-299, §5.)