(a) If a partnership agreement provides for the manner in which it may be amended, including by requiring the approval of a person who is not a party to the partnership agreement or the satisfaction of conditions, it may be amended only in that manner or as otherwise permitted by law, except that the approval of any person may be waived by that person and any conditions may be waived by all persons for whose benefit those conditions were intended.
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Terms Used In Alabama Code 10A-9A-1.10

  • partner: means a limited partner or general partner. See Alabama Code 10A-9A-1.02
  • Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
  • 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. See Alabama Code 10A-9A-1.02
  • person: includes a corporation as well as a natural person. See Alabama Code 1-1-1
  • transferee: means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a partner. See Alabama Code 10A-9A-1.02
  • writing: includes typewriting and printing on paper. See Alabama Code 1-1-1
(b) A partnership agreement may provide rights to any person, including a person who is not a party to the partnership agreement, to the extent set forth in the partnership agreement.
(c) The obligations of a limited partnership and its partners to a person in the person’s capacity as a transferee or dissociated partner are governed by the partnership agreement. A transferee and a dissociated partner are bound by the partnership agreement.
(d) If a writing that has been delivered by a limited partnership for filing in accordance with Chapter 1 and has become effective conflicts with a provision of the partnership agreement:

(1) The partnership agreement prevails as to partners, dissociated partners, and transferees; and
(2) The writing prevails as to other persons to the extent they reasonably rely on the writing.
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