(a) Upon a person‘s dissociation as a limited partner:

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Terms Used In Alabama Code 10A-9A-6.02

  • 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
  • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
  • 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.
  • person: includes a corporation as well as a natural person. See Alabama Code 1-1-1
  • TRANSFERABLE INTEREST: means a partner's right to receive distributions from a limited partnership. See Alabama Code 10A-9A-1.02
  • 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
(1) subject to Section 10A-9A-7.04, the person does not have further rights as a limited partner;
(2) the person’s implied contractual covenant of good faith and fair dealing as a limited partner under Section 10A-9A-3.05(b) continues only as to matters arising and events occurring before the dissociation; and
(3) subject to Section 10A-9A-7.04, and Article 10 of this chapter and Article 8 of Chapter 1, any transferable interest owned by the person in the person’s capacity as a limited partner immediately before dissociation is owned by the person immediately after dissociation as a mere transferee.
(b) A person’s dissociation as a limited partner does not of itself discharge the person from any duty, debt, obligation, or liability to the limited partnership or the other partners that the person incurred while a limited partner.
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