2019 Code of Alabama
Title 10A - Alabama Business and Nonprofit Entities Code.
Chapter 8A - Alabama Partnership Law
Article 1 - General Provisions.
Section 10A-8A-1.02 - Definitions.

Notwithstanding Section 10A-1-1.03, as used in this chapter, unless the context otherwise requires, the following terms mean:

(1) "Business" includes every trade, occupation, and profession for profit.

(2) "Disqualified person" means any person who is not a qualified person.

(3) "Distribution" except as otherwise provided in Section 10A-8A-4.09(f), means a transfer of money or other property from a partnership to another person on account of a transferable interest.

(4) "Foreign limited liability partnership" means a foreign partnership whose partners have limited liability for the debts, obligations, or other liabilities of the foreign partnership under a provision similar to Section 10A-8A-3.06(c).

(5) "Foreign partnership" means a partnership governed by the laws of a jurisdiction other than this state which would be a partnership if governed by the laws of this state. The term includes a foreign limited liability partnership.

(6) "Limited liability partnership", except in the phrase "foreign limited liability partnership", means a partnership that has filed a statement of limited liability partnership under Section 10A-8A-10.01, and does not have a similar statement in effect in any other jurisdiction.

(7) "Not for profit activity" includes every undertaking not for profit.

(8) "Partner" means a person that:

(A) has become a partner in a partnership under Section 10A-8A-4.02 or was a partner in a partnership when the partnership became subject to this chapter; and

(B) has not dissociated as a partner under Section 10A-8A-6.01.

(9) "Partnership" means an association of two or more persons formed under Section 10A-8A-2.01, predecessor statute, or comparable law of another jurisdiction or becomes subject to the laws of this state pursuant to Section 10A-8A-1.06, to carry on any business or not for profit activity, and includes, for all purposes of the laws of this state, a limited liability partnership.

(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 business or not for profit activity of a partnership. The partnership agreement includes any amendments to the partnership agreement.

(11) "Partnership at will" means a partnership in which the partners have not agreed to remain partners until the expiration of a definite term or the completion of a particular undertaking.

(12) "Person dissociated as a partner" means a person dissociated as a partner of a partnership.

(13) "Qualified person," with respect to a partnership rendering professional services in this state, means a person authorized by this state or a regulatory authority of this state to own a transferable interest in that partnership.

(14) "Required information" means the information that a partnership is required to maintain under Section 10A-8A-1.11.

(15) "Statement" means a statement of partnership under Section 10A-8A-2.02, a statement of not for profit partnership under Section 10A-8A-2.02, a statement of authority under Section 10A-8A-3.03, a statement of denial under Section 10A-8A-3.04, a statement of dissociation under Section 10A-8A-7.04, a statement of dissolution under Section 10A-8A-8.02 or under Section 10A-8A-8.03, a certificate of reinstatement under Section 10A-8A-8.11, a statement of limited liability partnership under Section 10A-8A-10.01, a statement of cancellation under Section 10A-8A-10.01, or any other document required or permitted to be delivered to the Secretary of State for filing under this chapter, or an amendment or cancellation of any of the foregoing.

(16) "Transfer" means an assignment, conveyance, deed, bill of sale, lease, mortgage, security interest, encumbrance, gift, or transfer by operation of law.

(17) "Transferable interest" means a partner's right to receive distributions from a partnership.

(18) "Transferee" means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a partner.