Limited Liability Partnership.

Ala. Code tit. 10A, ch. 8A, art. 10

in effect

Ala. Code § 10A-8A-10.01 Limited Liability Partnerships; Statements; Cancellations.

10A-8A-10.01. Limited Liability Partnerships; Statements; Cancellations. (a) A partnership may be formed as, or may become, a limited liability partnership pursuant to this section. (b) In order to form a limited liability partnership, the original partnership agreement of the partnership shall state that the partnership is formed as a limited liability partnership, and the partnership shall deliver to the Secretary of State for filing a statement of limited liability partnership in accordance with subsection (d) of this section. (c) In order for an existing partnership to become a limited liability partnership, the terms and conditions on which the partnership becomes a limited liability partnership must be approved by the affirmative approval necessary to amend the partnership agreement and, in the case of a partnership agreement that expressly considers obligations to contribute to the partnership, also the affirmative approval necessary to amend those provisions, and after such approval, the partnership shall deliver to the Secretary of State for filing a statement of limited liability partnership in accordance with subsection (d). (d) A statement of limited liability partnership must contain all of the following: (1) the name of the limited liability partnership which must comply with Article 5 of Chapter 1; (2) the street, and mailing, if different, address of its principal office; (3) the street and mailing address of the registered office and the name of the registered agent at that office for service of process in this state in accordance with Chapter 1; (4) a statement that the partnership was formed as a limited liability partnership in accordance with subsection (b) or a statement that the statement of limited liability partnership was approved in accordance with subsection (c); (5) a statement that the partnership is a limited liability partnership; and (6) the unique identifying number or other designation, if any, as assigned to the partnership by the Secretary of State. (e) A statement of limited liability partnership may be amended or restated from time to time in accordance with Section 10A-1-4.26. (f) The statement of limited liability partnership shall be executed by one or more partners authorized to execute the statement of limited liability partnership. (g) The statement of limited liability partnership shall be accompanied by a fee for the Secretary of State in the respective amounts prescribed by Section 10A-1-4.31. (h) The Secretary of State shall file the statement of limited liability partnership of any partnership as a limited liability partnership that submits a completed statement of limited liability partnership with the required fees. The filing by the Secretary of State of a statement of limited liability partnership is conclusive evidence that the partnership has satisfied all conditions required to be a limited liability partnership. (i) The statement of limited liability partnership is effective, and a partnership becomes a limited liability partnership, immediately on the date the statement of limited liability partnership is filed with the Secretary of State or at any later date or time specified in the statement of limited liability partnership in compliance with Article 4 of Chapter 1. The status as a limited liability partnership remains effective, regardless of changes in the partnership, and partnership continues as a limited liability partnership until a statement of cancellation is voluntarily filed in accordance with subsection (m). (j) The fact that a statement of limited liability partnership is on file with the Secretary of State is notice that the partnership is a limited liability partnership and as notice of the facts required to be set forth in the statement of limited liability partnership. (k) A partnership that has filed a statement of limited liability partnership as a limited liability partnership is for all purposes, except as provided in Section 10A-8A-3.06, the same entity that existed before the statement of limited liability partnership was filed and continues to be a partnership under the laws of this state subject to the limited liability partnership provisions of this chapter. If a limited liability partnership dissolves and its business or not for profit activity, or a portion of its business or not for profit activity is continued without the complete winding up of partnership’s business or not for profit activity, a partnership which is a successor to the limited liability partnership shall not be required to file a new statement of limited liability partnership. (l) The status of the partnership as a limited liability partnership and the liability of a partner of the limited liability partnership shall not be adversely affected by error or subsequent changes in the information stated in the statement of limited liability partnership under subsection (d). (m) The decision to file a statement of cancellation shall require the approval of all of the partners of the partnership. The statement of cancellation must be delivered for filing to the Secretary of State and must contain the following: (1) the name of the limited liability partnership; (2) the unique identifying number or other designation as assigned to the partnership by the Secretary of State; (3) the street and mailing address of its principal office; (4) the street and mailing address of its registered office and the name of the registered agent at that office for service of process in this state which the partnership was required to maintain; (5) a statement that the statement of cancellation was approved in accordance with this subsection; and (6) any other information that the partners determine to include. (n) A statement of cancellation must be executed by one or more partners authorized to execute the statement of cancellation. (o) The statement of cancellation is effective, and a partnership ceases to be a limited liability partnership, immediately on the date the statement of cancellation is delivered to the Secretary of State for filing or at any later date or time specified in the statement of cancellation in compliance with Article 4 of Chapter 1. The statement of cancellation shall not cause the dissolution of the partnership. (p) The filing of a statement of cancellation of a limited liability partnership does not affect the limited liability of partners for debts, obligations or liabilities of the partnership which occur or were incurred prior to the filing of the statement of cancellation. (q) A dissolved limited liability partnership shall continue its status as a limited liability partnership unless a statement of cancellation is voluntarily filed in accordance with subsection (m). (r) The statement of limited liability partnership and the statement of cancellation are filing instruments for the purposes of Chapter 1. (Act 2018-125, §7; Act 2025-281, §6.)

Ala. Code § 10A-8A-10.02 Special Rules for Limited Liability Partnerships Performing Professional Services.

10A-8A-10.02. Special Rules for Limited Liability Partnerships Performing Professional Services. (a) A limited liability partnership shall have the power to render professional services if it complies with the rules of the licensing authority for such profession. (b) Every individual who renders professional services as a partner or as an employee of a limited liability partnership shall be liable for any negligent or wrongful act or omission in which the individual personally participates to the same extent the individual would be liable if the individual rendered the services as a sole practitioner. (c) Except as otherwise provided in subsection (b), the personal liability of a partner of any limited liability partnership engaged in providing professional services shall be governed by Section 10A-8A-3.06. (d) Except as otherwise provided in subsection (b), the personal liability of a partner or employee of a foreign limited liability partnership engaged in providing professional services shall be determined under the law of the jurisdiction which governs the foreign limited liability partnership. (e) Nothing in this article shall restrict or limit in any manner the authority or duty of a licensing authority with respect to individuals rendering a professional service within the jurisdiction of the licensing authority. Nothing in this article shall restrict or limit any law, rule, or regulation pertaining to standards of professional conduct. (f) Nothing in this article shall limit the authority of a licensing authority to impose requirements in addition to those stated in this chapter on any limited liability partnership or foreign limited liability partnership rendering professional services within the jurisdiction of the licensing authority. (g) A partner’s transferable interest in a limited liability partnership organized to render professional services may be voluntarily transferred only to a qualified person. (Act 2018-125, §7; Act 2024-413, §1.)

Ala. Code § 10A-8A-10.03 Death or Disqualification of Partner.

10A-8A-10.03. Death or Disqualification of Partner. (a) In the case of a limited liability partnership performing professional services, upon the death of a partner, upon a partner becoming a disqualified person, or upon a transferable interest being transferred by operation of law or court decree to a disqualified person, the transferable interest of the deceased partner or of the disqualified person may be transferred to a qualified person and, if not so transferred, subject to Section 10A-8A-4.09, shall be purchased by the limited liability partnership as provided in this section. (b) If the purchase price of the transferable interest is not determined in accordance with the partnership agreement, the limited liability partnership, within six months after the death or 30 days after the disqualification or transfer, as the case may be, shall make a written offer to pay for the transferable interest a specified price deemed by the limited liability partnership to be the fair value of the transferable interest as of the date of the death, disqualification, or transfer. The offer shall be delivered to the personal representative of the estate of the deceased partner, the disqualified person, or the transferee, as the case may be, and shall be accompanied by a balance sheet of the limited liability partnership, as of the latest available date and not more than 12 months prior to the making of the offer, and a profit and loss statement of the limited liability partnership for the 12-month period ended on the date of the balance sheet. (c) If the fair value of the transferable interest is agreed upon between the personal representative of the estate of the deceased partner, the disqualified person, or the transferee, as the case may be, and the limited liability partnership, payment therefor shall be made within 90 days, or such other period as the parties may agree. Upon payment of the agreed value, the personal representative of the estate of the deceased partner, the disqualified person, or the transferee, as the case may be, shall cease to have any interest in, or claim to, the transferable interest. (d) If the fair value of the transferable interest is not agreed upon between the personal representative of the estate of the deceased partner, the disqualified person, or the transferee, as the case may be, and the limited liability partnership within 30 days of the delivery of the written offer, then either party may commence a civil action in the designated court, and if none, in the circuit court for the county in which the limited liability partnership’s principal office within this state is located, and if the limited liability partnership does not have a principal office within this state, then in the circuit court for the county in which the limited liability partnership’s most recent registered office is located requesting that the fair value of the transferable interest be found and determined. If the limited liability partnership does not deliver a written offer in accordance with subsection (b), then the personal representative of the estate of the deceased partner, the disqualified person, or the transferee, as the case may be, may commence a civil action in the designated court, and if none, in the circuit court for the county in which the limited liability partnership’s principal office is located in this state, and if none in this state, in the circuit court for the county in which the limited liability partnership’s most recent registered office is located requesting that the fair value of the transferable interest be found and determined. The personal representative of the estate of the deceased partner, the disqualified person, or the transferee, as the case may be, wherever residing, shall be made a party to the proceeding as an action against that person’s transferable interest quasi in rem. Service shall be made in accordance with the rules of civil procedure. The personal representative of the estate of the deceased partner, the disqualified person, or the transferee, as the case may be, shall be entitled to a judgment against the limited liability partnership for the amount of the fair value of that person’s transferable interest as of the date of death, disqualification, or transfer. The court may order that the judgment be paid in installments and with interest and on terms as the court may determine. The court, if it so elects, may appoint one or more persons as appraisers to receive evidence and recommend a decision on the question of fair value. The appraisers shall have the power and authority as shall be specified in the order of their appointment or an amendment thereof. (e) The judgment shall include an allowance for interest at the rate the court finds to be fair and equitable in all the circumstances, from the date of death, disqualification, or transfer. (f)(1) The court in a proceeding commenced under subsection (d) shall determine all court costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the court costs against the limited liability partnership, except that the court may assess court costs against the personal representative of the estate of the deceased partner, the disqualified person, or the transferee, as the case may be, in amounts which the court finds equitable, to the extent the court finds the personal representative of the estate of the deceased partner, the disqualified person, or the transferee, as the case may be, acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this section. (2) The court in a proceeding commenced under subsection (d) may also assess the expenses of the respective parties in amounts the court finds equitable: (A) against the limited liability partnership and in favor of the personal representative of the estate of the deceased partner, the disqualified person, or the transferee, as the case may be, if the court finds the limited liability partnership did not substantially comply with the requirements of this section; or (B) against either the limited liability partnership or the personal representative of the estate of the deceased partner, the disqualified person, or the transferee, as the case may be, in favor of the other party, if the court finds the party against whom expenses are assessed acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this section. (3) For purposes of this subsection (f), expenses means reasonable expenses of any kind that are incurred in connection with a proceeding brought under subsection (d). (g) If the purchase or transfer of the transferable interest of a deceased partner, a disqualified person, or a transferee is not completed within 12 months after the death of the deceased partner or 12 months after the disqualification or transfer, as the case may be, the limited liability partnership shall forthwith cancel the transferable interest on its books and the personal representative of the estate of the deceased partner, the disqualified person, or the transferee, as the case may be, shall have no further interest in the transferable interest other than that person’s right to payment for the transferable interest under this section. (h) This section shall not require a limited liability partnership to purchase a transferable interest of a disqualified person if the disqualification is for less than 12 months from the date of disqualification. A limited liability partnership may require the disqualified person to sell the disqualified person’s transferable interest to the limited liability partnership upon any disqualification. (i) Any provision of a partnership agreement regarding the purchase or transfer of a transferable interest of a limited liability partnership performing professional services shall be specifically enforceable in the courts of Alabama. (j) Nothing in this section shall prevent or relieve a limited liability partnership from paying pension benefits or other deferred compensation for services rendered to or on behalf of a former partner as otherwise permitted by law. (Act 2018-125, §7; Act 2020-73, §10; Act 2025-281, §6.)

Source: Alabama Legislature (alison.legislature.state.al.us)URL: https://alison.legislature.state.al.us/code-of-alabamaFetched: 10/20/2026