(a) Beginning January 1, 2019, this chapter governs all partnerships and all foreign partnerships.
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Terms Used In Alabama Code 10A-8A-11.01

  • following: means next after. See Alabama Code 1-1-1
  • foreign limited liability partnership: means a partnership that has filed a statement of limited liability partnership under Section 10A-8A-10. See Alabama Code 10A-8A-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.
  • Remainder: An interest in property that takes effect in the future at a specified time or after the occurrence of some event, such as the death of a life tenant.
  • state: when applied to the different parts of the United States, includes the District of Columbia and the several territories of the United States. See Alabama Code 1-1-1
(b) With respect to a partnership formed before January 1, 2019, and governed by the laws of this state, the following rules apply:

(1) a registration of a limited liability partnership which is current and effective as of December 31, 2018, shall remain effective without further action on the part of the limited liability partnership, and a partnership having the status of a limited liability partnership, under predecessor law, shall have the status of a limited liability partnership under this chapter and to the extent such partnership has not filed a statement of limited liability partnership pursuant to this chapter, the registration or latest annual notice filed by such partnership under predecessor law shall constitute a statement of limited liability partnership filed under this chapter;
(2) a partnership’s partnership agreement existing as of December 31, 2018, shall be deemed to be that partnership’s partnership agreement under this chapter;
(3) a statement of partnership authority is deemed to be a statement of authority and each statement of partnership authority existing as of December 31, 2018, shall remain effective without further action on the part of the partnership for the remainder of the period of time authorized under predecessor law, unless earlier amended, in which case, such statement of partnership authority shall comply with Section 10A-8A-3.03;
(4) a statement of denial, statement of dissociation, and statement of dissolution existing as of December 31, 2018, shall be deemed to be a statement of denial, statement of dissociation, and statement of dissolution under this chapter respectively;
(5) a registration of a foreign limited liability partnership which is current and effective as of December 31, 2018, shall remain effective without further action on the part of the foreign limited liability partnership, and a foreign limited liability partnership having the status of a qualified foreign limited liability partnership, under predecessor law, shall have the status of a qualified foreign limited liability partnership under this chapter and to the extent such partnership has not filed a statement of foreign limited liability partnership pursuant to this chapter, the registration or latest annual notice filed by such partnership under predecessor law shall constitute a statement of foreign limited liability partnership filed under this chapter; and
(6) if a limited liability partnership or foreign limited liability partnership is using the phrase “registered limited liability partnership” or the abbreviation “RLLP” or “R.L.L.P.,” in its name as of December 31, 2018, such phrase or abbreviation shall continue to comply with Article 5 of Chapter 1 unless and until it changes or amends, by whatever means, its name on or after January 1, 2019, at which point it may only use the term “limited liability partnership” or the abbreviation “LLP” or “L.L.P.,” in its name in compliance with Article 5 of Chapter 1. No limited liability partnership which is formed or elects to become a limited liability partnership on or after January 1, 2019, and no foreign limited liability partnership which delivers to the Secretary of State for filing, a statement of foreign limited liability partnership, may use the phrase “registered limited liability partnership” or the abbreviation “RLLP” or “R.L.L.P.,” in its name.
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