SB151 Alabama 2016 Session

This bill would revise the Alabama Limited Partnership Law as Chapter 9A of Title 10A of the Code of Alabama 1975

This bill would harmonize the existing limited partnership law and the existing limited liability company law by reducing the differences between the two laws

This bill would harmonize, to the extent possible, the various processes of formation, filings, notice, amendment and restatement of certificates of formation, admission of limited partners and general partners, contributions and distributions, dissociation of partners and the effects thereof, transfers of interests, charging orders, rights of personal representatives, dissolution and winding up, direct and derivative actions, and conversions and mergers

This bill would continue to specify various default provisions which would apply to a partnership agreement unless modified by the partners in the partnership agreement

This bill would continue to provide that certain obligations, such as the implied contractual covenant of good faith and fair dealing, could not be modified in the partnership agreement

This bill would continue the requirement the filings necessary to form, dissolve, merge, or convert a limited partnership include information necessary to notify the state and third parties that the limited partnership exists and how to contact it

This bill would continue to require the details related to the operation would be contained in the partnership agreement

This bill would continue to require the certificate of formation to list all of the general partners

This bill would specify that a partnership could be dissolved by filing a statement of dissolution rather than by amending the certificate of formation

This bill would specify that when both the converting entity and the converted entity are domestic entities, the statement of conversion and the certificate of formation would be filed simultaneously with the Secretary of State

To adopt a revised Alabama Limited Partnership Law as Chapter 9A of Title 10A of the Code of Alabama 1975; to provide for the various processes of formation of a limited partnership; to provide default provisions; to provide that certain obligations of a limited partnership may not be modified in the agreement; to specify the information required to be included in various filings; to specify that when both the converting entity and the converted entity are domestic entities, the statement of conversion and the certificate of formation would be filed simultaneously with the Secretary of State; to make various harmonizing changes to the limited liability company law; to amend Sections 10A-1-1.03, 10A-1-1.06, 10A-1-1.08, 10A-1-4.26, 10A-1-6.02, 10A-1-6.13, 10A-1-6.25, 10A-1-7.07, 10A-5A-1.10, 10A-5A-4.01, 10A-5A-5.04, 10A-5A-7.01, 10A-5A-7.02, 10A-5A-10.03, 10A-5A-10.04, 10A-5A-10.07, and 10A-5A-10.08, Code of Alabama 1975; and to repeal Sections 10A-9-1.01 to 10A-9-12.08, inclusive, Code of Alabama 1975.