Formation; Certificate of Formation and Other Filings.

Ala. Code tit. 10A, ch. 9A, art. 2

in effect

Ala. Code § 10A-9A-2.01 Formation of Limited Partnership; Certificate of Formation.

10A-9A-2.01. Formation of Limited Partnership; Certificate of Formation. (a) In order to form a limited partnership, a person must deliver a certificate of formation for filing to the Secretary of State. Section 10A-1-3.05 shall not apply to this chapter. Instead, the certificate of formation shall set forth: (1) the name of the limited partnership, which must comply with Article 5 of Chapter 1; (2) the street address in this state, including the county, of the registered office required by Article 5 of Chapter 1; (3) the name of the registered agent at the registered office as required by Article 5 of Chapter 1; (4) the name and the street and mailing address of each general partner; (5) whether the limited partnership is a limited liability limited partnership; (6) any additional information required by Article 8 of Chapter 1 or by Article 10 of this chapter; and (7) any other matters the partners determine to include therein which comply with Section 10A-9A-1.08. (b) A limited partnership is formed when the certificate of formation becomes effective in accordance with Article 4 of Chapter 1. (c) The fact that a certificate of formation has been filed and is effective in accordance with Article 4 of Chapter 1 is notice of the matters required to be included by subsections (a)(1), (a)(2), (a)(3), (a)(4), if applicable, (a)(5), and (a)(6), but is not notice of any other fact. (d) A partnership agreement shall be entered into either before, after, or at the time of filing the certificate of formation and, whether entered into before, after, or at the time of filing, may be made effective as of the filing of the certificate of formation or at any other time or date provided in the partnership agreement. (Act 2016-379, p. 934, §1; Act 2020-73, §10; Act 2021-299, §5; Act 2024-413, §1.)

Ala. Code § 10A-9A-2.02 Amendment or Restatement of Certificate of Formation.

10A-9A-2.02. Amendment or Restatement of Certificate of Formation. Division B of Article 3 of Chapter 1 shall not apply to this chapter. Instead: (a) A certificate of formation may be amended at any time. (b) A certificate of formation may be restated with or without amendment at any time. (c) To amend its certificate of formation, a limited partnership must deliver a certificate of amendment for filing to the Secretary of State which certificate of amendment shall state: (1) the name of the limited partnership; (2) the unique identifying number or other designation as assigned by the Secretary of State; and (3) the changes the amendment makes to the certificate of formation as most recently amended or restated. (d) Prior to a statement of dissolution being delivered to the Secretary of State for filing, a limited partnership shall promptly deliver a certificate of amendment for filing with the Secretary of State to reflect: (1) the admission of a new general partner; or (2) the dissociation of a person as a general partner. (e) Prior to a statement of dissolution being delivered to the Secretary of State for filing, if a general partner knows that any information in a filed certificate of formation was inaccurate when the certificate of formation was filed or has become inaccurate due to changed circumstances and if the information is required to be set forth in a newly filed certificate of formation under this chapter, the general partner shall promptly: (1) cause the certificate of formation to be amended; or (2) if appropriate, deliver for filing with the Secretary of State a certificate of correction in accordance with Chapter 1. (f) A certificate of formation may be amended at any time pursuant to this section for any other proper purpose as determined by the limited partnership. A certificate of formation may also be amended in a statement of merger pursuant to Article 8 of Chapter 1 or Article 10 of this chapter. (g) In order to restate its certificate of formation, a limited partnership must deliver a restated certificate of formation for filing with the Secretary of State. A restated certificate of formation must: (1) be designated as such in the heading; (2) state the name of the limited partnership; (3) state the unique identifying number or other designation as assigned by the Secretary of State; (4) set forth any amendment or change effected in connection with the restatement of the certificate of formation. Any such restatement that effects an amendment shall be subject to any other provision of this chapter not inconsistent with this section, which would apply if a separate certificate of amendment were filed to effect the amendment or change; (5) set forth the text of the restated certificate of formation; and (6) state that the restated certificate of formation consolidates all amendments into a single document. (h) The original certificate of formation, as theretofore amended, shall be superseded by the restated certificate of formation and thenceforth, the restated certificate of formation, including any further amendment or changes made thereby, shall be the certificate of formation of the limited partnership, but the original effective date of formation shall remain unchanged. (i) An amended or restated certificate of formation may contain only the provisions that would be permitted at the time of the amendment if the amended or restated certificate of formation were a newly filed original certificate of formation. (j)(1) An amendment to a certificate of formation takes effect when the filing of the certificate of amendment takes effect as provided by Article 4 of Chapter 1. (2) An amendment to a certificate of formation does not affect: (i) an existing cause of action in favor of or against the limited partnership for which the certificate of amendment is sought; (ii) a pending suit to which the limited partnership is a party; or (iii) an existing right of a person other than an existing partner. (3) If the name of a limited partnership is changed by amendment, an action brought by or against the limited partnership in the former name of that limited partnership does not abate because of the name change. (k)(1) A restated certificate of formation takes effect when the filing of the restated certificate of formation takes effect as provided by Article 4 of Chapter 1. (2) On the date and time the restated certificate of formation takes effect, the original certificate of formation and each prior amendment or restatement of the certificate of formation is superseded and the restated certificate of formation is the effective certificate of formation. (3) Subsections (j)(2) and (j)(3) apply to an amendment effected by a restated certificate of formation. (l) A restated certificate of formation may omit any information that is not required to be in the certificate of formation under this chapter, including the name and address of the initial registered agent or registered office, if a statement of change is on file with the Secretary of State. Any omission other than the initial registered agent, shall be an amendment to the certificate of formation, which amendment must be approved in accordance with the partnership agreement, and if the partnership agreement does not state the approval required for an amendment of the certificate of formation, then the amendment must be approved by all of the partners. (Act 2016-379, p. 934, §1; Act 2020-73, §10; Act 2021-299, §5; Act 2023-503, §7; Act 2024-413, §1.)

Ala. Code § 10A-9A-2.03 Execution of Documents.

10A-9A-2.03. Execution of Documents. (a) A writing delivered to the Secretary of State for filing pursuant to this chapter must be signed as provided by this section. (1) A limited partnership’s initial certificate of formation must be signed by all general partners listed in the certificate of formation. (2) An amendment adding or deleting a statement that the limited partnership is a limited liability limited partnership must be signed by all general partners listed in the certificate of formation. (3) An amendment designating as general partner a person admitted under Section 10A-9A-8.01(c) following the dissociation of a limited partnership’s last general partner must be signed by the person or persons so designated. (4) Any other amendment must be signed by: (A) at least one general partner; and (B) each other person designated in the amendment as a new general partner. (5) A restated certificate of formation must be signed by at least one general partner and, to the extent the restated certificate of formation effects a change under any other paragraph of this subsection, the restated certificate of formation must be signed in a manner that satisfies that paragraph. (6) a statement of dissolution must be signed by all general partners or by the person or persons appointed pursuant to Section 10A-9A-8.03(b) or (c) to wind up the dissolved limited partnership’s activities and affairs. (7) A statement of conversion must be signed by each general partner of the limited partnership. (8) A statement of merger must be signed by each general partner of the limited partnership. (9) Any other writing delivered on behalf of a limited partnership for filing must be signed by at least one general partner. (10) A statement of withdrawal by a person pursuant to Section 10A-9A-3.06 must be signed by that person. (11) A writing delivered on behalf of a foreign limited partnership to the Secretary of State for filing must be signed by at least one general partner of the foreign limited partnership. (12) Any other writing delivered on behalf of any person for filing must be signed by that person. (b) Any writing to be filed under this chapter may be signed by an agent, including an attorney-in-fact. Powers of attorney relating to the signing of the writing need not be delivered to the Secretary of State. (c) Any writing which is required in this chapter to be signed by a person need not be signed by any person: (1) who is deceased or dissolved or for whom a guardian or general conservator has been appointed, if the record so states; or (2) who has previously delivered for filing with the Secretary of State a statement of dissociation or withdrawal. (Act 2016-379, p. 934, §1; Act 2020-73, §10.)

Ala. Code § 10A-9A-2.04 Signing and Filing Pursuant to Judicial Order.

10A-9A-2.04. Signing and Filing Pursuant to Judicial Order. (a) If a person required by this chapter to sign a writing or deliver a writing to the Secretary of State for filing under this chapter does not do so, any other person that is aggrieved by that failure may petition the designated court, and if none, the circuit court for the county in which the limited partnership’s principal office within this state is located, and if the limited partnership does not have a principal office within this state then the circuit court for the county in which the limited partnership’s most recent registered office is located, to order: (1) the person to sign the writing; (2) the person to deliver the writing to the Secretary of State for filing; or (3) the Secretary of State to file the writing unsigned. (b) If a petitioner under subsection (a) is not the limited partnership or foreign limited partnership to whom the writing pertains, the petitioner shall make the limited partnership or foreign limited partnership a party to the action. A person aggrieved under subsection (a) may seek the remedies provided in subsection (a) in a separate action against the person required to sign or deliver the writing or as a part of any other action concerning the limited partnership or foreign limited partnership in which the person required to sign or deliver the writing is made a party. (c) A writing filed unsigned pursuant to this section is effective without being signed. (d) A court may award reasonable expenses, including reasonable attorneys’ fees, to the party or parties who prevail, in whole or in part, with respect to any claim made under subsection (a). (Act 2016-379, p. 934, §1; Act 2020-73, §10.)

Ala. Code § 10A-9A-2.05 Liability for False Information in a Filed Writing.

10A-9A-2.05. Liability for False Information in a Filed Writing. If a writing delivered for filing under this chapter and filed under this chapter contains information which is false in any material respect and if such information is required to be set forth on a newly filed certificate of formation under this chapter, a person that suffers loss by reasonable reliance on the information may recover damages for the loss from: (1) a person that signed the writing, or caused another to sign it on the person’s behalf, and knew the information to be false at the time the writing was signed; and (2) a general partner that has notice that the information was false when the writing was filed or has become false because of changed circumstances, if the general partner has notice for a reasonably sufficient time before the information is relied upon to enable the general partner to effect an amendment under Section 10A-9A-2.02, file a petition pursuant to Division B of Article 5 of Chapter 1, or deliver for filing a statement of change or a statement of correction pursuant to Division C of Article 5 of Chapter 1. (Act 2016-379, §1.)

Ala. Code § 10A-9A-2.06 Certificate of Existence or Authorization.

10A-9A-2.06. Certificate of Existence or Authorization. (a) The Secretary of State, upon request and payment of the requisite fee, shall furnish to any person a certificate of existence for a limited partnership if the writings filed in the office of the Secretary of State show that the limited partnership has been formed under the laws of this state. A certificate of existence shall reflect only the information on file with the Secretary of State. To the extent writings have been delivered to the Secretary of State, the certificate of existence must state: (1) the limited partnership’s name; (2) that the limited partnership was formed under the laws of this state, the date of formation, and the filing office in which the certificate of formation was filed; (3) whether a statement of dissolution of the limited partnership has been delivered to the Secretary of State for filing; (4) whether the limited partnership has delivered to the Secretary of State for filing a certificate of reinstatement; (5) the unique identifying number or other designation as assigned by the Secretary of State; and (6) other facts of record in the office of the Secretary of State which may be requested by the applicant. (b) The Secretary of State, upon request and payment of the requisite fee, shall furnish to any person a certificate of authorization for a foreign limited partnership if the writings filed in the office of the Secretary of State show that the Secretary of State has filed a certificate of authority, has not revoked the certificate of authority, and has not filed a notice of cancellation. A certificate of authorization must state: (1) the foreign limited partnership’s name and any alternate name for use in this state under Article 5 of Chapter 1; (2) that the foreign limited partnership is authorized to conduct activities and affairs in this state; (3) that the Secretary of State has not revoked the foreign limited partnership’s certificate of authority; (4) that the foreign limited partnership has not filed with the Secretary of State a certificate of withdrawal, a notice of cancellation, or otherwise terminated its certificate of authority; (5) the unique identifying number or other designation as assigned by the Secretary of State; and (6) other facts of record in the office of the Secretary of State which may be requested by the applicant. (c) Subject to any qualification stated in the certificate, a certificate of existence or authorization issued by the Secretary of State may be relied upon as conclusive evidence that the limited partnership or foreign limited partnership is in existence or is authorized to transact activities and affairs in this state. (d) The Secretary of State shall not be required to issue a certificate of existence for a limited partnership if its certificate of formation was filed prior to January 1, 2011; provided, however, that the Secretary of State shall issue a certificate of existence upon the filing by the limited partnership of a certificate of information with the Secretary of State which must comply with Section 10A-1-3.08(b). (Act 2016-379, p. 934, §1; Act 2020-73, §10; Act 2025-281, §7.)

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