As used in this chapter, unless the context otherwise requires, the following terms mean:

(1) “CERTIFICATE OF FORMATION” with respect to a limited partnership means the certificate of formation required by Section 10A-9A-2.01, and the certificate of formation as amended or restated.
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Terms Used In Alabama Code 10A-9A-1.02

  • Deed: The legal instrument used to transfer title in real property from one person to another.
  • distribution: except as otherwise provided in Section 10A-9A-5. See Alabama Code 10A-9A-1.02
  • following: means next after. See Alabama Code 1-1-1
  • FOREIGN LIMITED LIABILITY LIMITED PARTNERSHIP: means a foreign limited partnership whose general partners have limited liability for the obligations of the foreign limited partnership under a provision similar to Section 10A-9A-4. See Alabama Code 10A-9A-1.02
  • FOREIGN LIMITED PARTNERSHIP: means a partnership formed under the laws of a jurisdiction other than this state and required by those laws to have one or more general partners and one or more limited partners. See Alabama Code 10A-9A-1.02
  • GENERAL PARTNER: means :
    (A) with respect to a limited partnership, a person that:
    (i) is admitted as a general partner under Section 10A-9A-4. See Alabama Code 10A-9A-1.02
  • Gift: A voluntary transfer or conveyance of property without consideration, or for less than full and adequate consideration based on fair market value.
  • Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
  • Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). Source: OCC
  • LIMITED PARTNER: means :
    (A) with respect to a limited partnership, a person that:
    (i) is admitted as a limited partner under Section 10A-9A-3. See Alabama Code 10A-9A-1.02
  • Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
  • 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
  • PERSON DISSOCIATED AS A GENERAL PARTNER: means a person dissociated as a general partner of a limited partnership. See Alabama Code 10A-9A-1.02
  • property: includes both real and personal property. See Alabama Code 1-1-1
  • 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
  • transfer: means an assignment, conveyance, deed, bill of sale, lease, mortgage, security interest, encumbrance, gift, or transfer by operation of law. See Alabama Code 10A-9A-1.02
  • TRANSFERABLE INTEREST: means a partner's right to receive distributions from a limited partnership. See Alabama Code 10A-9A-1.02
(2) “DISTRIBUTION” except as otherwise provided in Section distribution and liability for improper distributions” class=”unlinked-ref” datatype=”S” sessionyear=”2022″ statecd=”AL”>10A-9A-5.08(f), means a transfer of money or other property from a limited partnership to another person on account of a transferable interest.
(3) “FOREIGN LIMITED LIABILITY LIMITED PARTNERSHIP” means a foreign limited partnership whose general partners have limited liability for the obligations of the foreign limited partnership under a provision similar to Section partner‘s liability” class=”unlinked-ref” datatype=”S” sessionyear=”2022″ statecd=”AL”>10A-9A-4.04(c).
(4) “FOREIGN LIMITED PARTNERSHIP” means a partnership formed under the laws of a jurisdiction other than this state and required by those laws to have one or more general partners and one or more limited partners. The term includes a foreign limited liability limited partnership.
(5) “GENERAL PARTNER” means:

(A) with respect to a limited partnership, a person that:

(i) is admitted as a general partner under Section 10A-9A-4.01;

or

(ii) was a general partner in a limited partnership when the limited partnership became subject to this chapter under Section 10A-9A-11.01(a); and
(B) with respect to a foreign limited partnership, a person that has rights, powers, and obligations similar to those of a general partner in a limited partnership.
(6) “LIMITED LIABILITY LIMITED PARTNERSHIP,” except in the phrase “foreign limited liability limited partnership,” means a limited partnership whose certificate of formation states that the limited partnership is a limited liability limited partnership.
(7) “LIMITED PARTNER” means:

(A) with respect to a limited partnership, a person that:

(i) is admitted as a limited partner under Section 10A-9A-3.01; or
(ii) was a limited partner in a limited partnership when the limited partnership became subject to this chapter under Section 10A-9A-11.01(a); and
(B) with respect to a foreign limited partnership, a person that has rights, powers, and obligations similar to those of a limited partner in a limited partnership.
(8) “LIMITED PARTNERSHIP,” except in the phrases “foreign limited partnership” and “foreign limited liability limited partnership,” means an entity, having one or more general partners and one or more limited partners, which is formed under this chapter by two or more persons or becomes subject to this chapter under Article 10 or Section 10A-9A-11.01(a). The term includes a limited liability limited partnership.
(9) “PARTNER” means a limited partner or general partner.
(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 activities and affairs of a limited partnership. The partnership agreement includes any amendments to the partnership agreement.
(11) “PERSON DISSOCIATED AS A GENERAL PARTNER” means a person dissociated as a general partner of a limited partnership.
(12) “REQUIRED INFORMATION” means the information that a limited partnership is required to maintain under Section 10A-9A-1.11.
(13) “TRANSFER” means an assignment, conveyance, deed, bill of sale, lease, mortgage, security interest, encumbrance, gift, or transfer by operation of law.
(14) “TRANSFERABLE INTEREST” means a partner’s right to receive distributions from a limited partnership.
(15) “TRANSFEREE” means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a partner.
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