2013 Code of Alabama
Title 10A - ALABAMA BUSINESS AND NONPROFIT ENTITIES CODE.
Chapter 9 - ALABAMA UNIFORM LIMITED PARTNERSHIP LAW OF 2010.
Section 10A-9-12.06 - Application to existing relationships.
(a) Before January 1, 2011, this chapter governs only:
(1) a limited partnership formed on or after January 1, 2010; and
(2) except as otherwise provided in subsections (c) and (d), a limited partnership formed before January 1, 2010, which elects, in the manner provided in its partnership agreement or by law for amending the partnership agreement, to be subject to this chapter. An election to be subject to this chapter, whenever made, shall be effective January 1, 2010, unless otherwise specified.
(b) Except as otherwise provided in subsection (c), on and after January 1, 2011, this chapter governs all limited partnerships.
(c) With respect to a limited partnership formed before January 1, 2010, the following rules apply except as the partners otherwise elect in the manner provided in the partnership agreement or by law for amending the partnership agreement:
(1) Section 10A-9-1.04(c) does not apply and the limited partnership has whatever duration it had under the law applicable immediately before January 1, 2010.
(2) the limited partnership is not required to amend its certificate of limited partnership to comply with Section 10A-9-2.01(a)(4).
(3) Sections 10A-9-6.01 and 10A-9-6.02 do not apply and a limited partner has the same right and power to dissociate from the limited partnership, with the same consequences, as existed immediately before January 1, 2010.
(4) Section 10A-9-6.03(4) does not apply.
(5) Section 10A-9-6.03(5) does not apply and a court has the same power to expel a general partner as the court had immediately before January 1, 2010.
(6) Section 10A-9-8.01(3) does not apply and the connection between a person's dissociation as a general partner and the dissolution of the limited partnership is the same as existed immediately before January 1, 2010.
(d) With respect to a limited partnership that elects pursuant to subsection (a)(2) to be subject to this chapter, after the election takes effect the provisions of this chapter relating to the liability of the limited partnership's general partners to third parties apply:
(1) before January 1, 2011, to:
(A) a third party that had not done business with the limited partnership in the year before the election took effect; and
(B) a third party that had done business with the limited partnership in the year before the election took effect only if the third party knows or has received a notification of the election; and
(2) on and after January 1, 2011, to all third parties, but those provisions remain inapplicable to any obligation incurred while those provisions were inapplicable under paragraph (1)(B).
(e) Unless an election is made pursuant to subsection (a)(2), limited partnerships formed before January 1, 2010, continue to be governed in their entirety by Chapter 9B until January 1, 2011. Beginning January 1, 2011, this chapter shall govern all limited partnerships.
(Act 2009-621, p. 1805, §1; Act 2010-211, p. 337, §1.)Disclaimer: These codes may not be the most recent version. Alabama may have more current or accurate information. We make no warranties or guarantees about the accuracy, completeness, or adequacy of the information contained on this site or the information linked to on the state site. Please check official sources.
