Alabama § 10A-9A-8.02 Effect of Dissolution

Alabama Statutes

§ 10A-9A-8.02 — Effect of Dissolution

Alabama § 10A-9A-8.02

Title 10AAlabama Business and Nonprofit Entities Code

Ch. 9AAlabama Limited Partnership Law

Art. 8Dissolution and Winding Up

This text of Alabama § 10A-9A-8.02 (Effect of Dissolution) is published on Counsel Stack Legal Research, covering Alabama primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Ala. Code § 10A-9A-8.02 (2026).

Text

(a)A dissolved limited partnership continues its existence as a limited partnership but may not carry on any activities and affairs except as is appropriate to wind up and liquidate its activities and affairs, including:

(1)collecting its assets;

(2)disposing of its properties that will not be distributed in kind to persons owning transferable interests;

(3)discharging or making provisions for discharging its liabilities;

(4)distributing its remaining property in accordance with Section 10A-9A-8.09; and

(5)doing every other act necessary to wind up and liquidate its activities and affairs.

(b)In winding up its activities and affairs, a limited partnership may:

(1)deliver for filing a statement of dissolution to the Secretary of State setting forth:

(A)The name of the limited partn

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(a) A dissolved limited partnership continues its existence as a limited partnership but may not carry on any activities and affairs except as is appropriate to wind up and liquidate its activities and affairs, including:
(1) collecting its assets;
(2) disposing of its properties that will not be distributed in kind to persons owning transferable interests;
(3) discharging or making provisions for discharging its liabilities;
(4) distributing its remaining property in accordance with Section 10A-9A-8.09; and
(5) doing every other act necessary to wind up and liquidate its activities and affairs.
(b) In winding up its activities and affairs, a limited partnership may:
(1) deliver for filing a statement of dissolution to the Secretary of State setting forth:
(A) The name of the limited partnership;
(B) The unique identifying number or other designation as assigned by the Secretary of State;
(C) That the limited partnership has dissolved;
(D) The name and street mailing address of the general partner who will be winding up the affairs of the limited partnership pursuant to Section 10A-9A-8.03(a), and if none, the name and street address of the person appointed pursuant to Section 10A-9A-8.03(b) or (c) to wind up the activities and affairs of the limited partnership; and
(E) Any other information the limited partnership deems appropriate;
(2) preserve the limited partnership’s activities and affairs and property as a going concern for a reasonable time;
(3) prosecute, defend, or settle actions or proceedings, whether civil, criminal, or administrative;
(4) transfer the limited partnership’s assets;
(5) resolve disputes by mediation or arbitration; and
(6) merge or convert in accordance with Article 10 of this chapter or Article 8 of Chapter 1.
(c) The dissolution of a limited partnership does not:
(1) transfer title to the limited partnership’s property;
(2) prevent the commencement of a proceeding by or against the limited partnership in its limited partnership name;
(3) terminate, abate, or suspend a proceeding pending by or against the limited partnership on the effective date of dissolution;
(4) terminate the authority of its registered agent; or
(5) abate, suspend, or otherwise alter the application of Sections 10A-9A-3.03 and 10A-9A-4.04(b) and (c).
(d) A statement of dissolution shall be deemed to be a filing instrument under Chapter 1.