Transition Rules and Miscellaneous Provisions.

Ala. Code tit. 10A, ch. 8A, art. 11

in effect

Ala. Code § 10A-8A-11.01 Application to Existing Relationships.

10A-8A-11.01. Application to Existing Relationships. (a) Beginning January 1, 2019, this chapter governs all partnerships and all foreign partnerships. (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. (Act 2018-125, §7.)

Ala. Code § 10A-8A-11.02 Severability Clause.

10A-8A-11.02. Severability Clause. If any provision of this chapter or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of this chapter which can be given effect without the invalid provision or application, and to this end the provisions of this chapter are severable. (Act 2018-125, §7.)

Ala. Code § 10A-8A-11.03 Relation to Electronic Signatures in Global and National Commerce Act.

10A-8A-11.03. Relation to Electronic Signatures in Global and National Commerce Act. This chapter modifies, limits, or supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. Section 7001 et seq., but this chapter does not modify, limit, or supersede Section 101(c) of that act or authorize electronic delivery of any of the notices described in Section 103(b) of that act. (Act 2018-125, §7.)

Ala. Code § 10A-8A-11.04 Effective Date.

10A-8A-11.04. Effective Date. This chapter takes effect January 1, 2019. (Act 2018-125, §7.)

Ala. Code § 10A-8A-11.05 Repeals.

10A-8A-11.05. Repeals. Effective January 1, 2019, the following parts of the Code of Alabama 1975, are repealed: Section 10A-1-7.33 and Chapter 8 of Title 10A, comprised of Sections 10A-8-1.01 to 10A-8-11.04, inclusive, as amended and in effect immediately before the effective date of this act. (Act 2018-125, §7.)

Ala. Code § 10A-8A-11.06 Savings Clause.

10A-8A-11.06. Savings Clause. (a) Except as provided in subsection (b), the repeal of a statute by this chapter does not affect: (1) the operation of the statute or any action taken under it before its repeal; (2) any ratification, right, remedy, privilege, obligation, or liability acquired, accrued, or incurred under the statute before its repeal; (3) any violation of the statute, or any penalty, forfeiture, or punishment incurred because of the violation, before its repeal; or (4) any proceeding, reorganization, or dissolution commenced under the statute before its repeal, and the proceeding, reorganization, or dissolution may be completed in accordance with the statute as if it had not been repealed. (b) If a penalty or punishment imposed for violation of a statute repealed by this chapter is reduced by this chapter, the penalty or punishment if not already imposed shall be imposed in accordance with this chapter. (Act 2018-125, §7.)

Ala. Code § 10A-8A-11.07 Composite Returns.

10A-8A-11.07. Composite Returns. The Alabama Department of Revenue shall promulgate rules and regulations similar to those provided under Section 40-18-176, relating to Alabama S corporations, to permit the filing of annual composite income tax returns for one or more nonresident partners, who are individuals, of a partnership, limited liability partnership, or foreign limited liability partnership with an effective statement of foreign limited liability partnership on file with the Secretary of State, as well as one or more nonresident members, who are individuals, of a limited liability company or foreign limited liability company and one or more nonresident beneficiaries, who are individuals, of a business trust, organized under or recognized by the laws of this state. (Act 2018-125, §7.)

Ala. Code § 10A-8A-11.08 Taxation of Limited Liability Partnership.

10A-8A-11.08. Taxation of Limited Liability Partnership. A limited liability partnership and a foreign limited liability partnership shall be taxed as a partnership in accordance with Section 40-18-24, as amended from time to time, will file partnership returns as required by Section 40-18-28, as amended from time to time, and shall for all other tax purposes be taxed as a partnership, all being subject to the limited liability partnership and a foreign limited liability partnership maintaining its status as a partnership under federal income tax law. (Act 2018-125, §7.)

Ala. Code § 10A-8A-11.09 Reserved Power of the State to Alter or Repeal Chapter.

10A-8A-11.09. Reserved Power of the State to Alter or Repeal Chapter. All provisions of this chapter may be altered from time to time or repealed and all rights of partners, partnerships, and agents are subject to this reservation. Unless expressly stated to the contrary in this chapter, all amendments of this chapter shall apply to partners, partnerships, and agents whether or not existing as such at the time of the enactment of any such amendment. (Act 2018-125, §7.)

Ala. Code § 10A-8A-11.10 Interstate Application.

10A-8A-11.10. Interstate Application. A limited liability partnership governed by this chapter may conduct its business or not for profit activity, carry on its operations, and have and exercise the powers granted by this chapter in any state, foreign country, or other jurisdiction. (Act 2018-125, §7.)

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