Notwithstanding Section 10A-1-1.03, as used in this chapter, unless the context otherwise requires, the following terms mean:

Terms Used In Alabama Code 10A-8A-1.02

  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • Business: includes every trade, occupation, and profession for profit. See Alabama Code 10A-8A-1.02
  • Deed: The legal instrument used to transfer title in real property from one person to another.
  • entity: A domestic entity or foreign entity. See Alabama Code 10A-1-1.03
  • following: means next after. See Alabama Code 1-1-1
  • foreign: With respect to an entity, that the entity is formed and existing under the laws of a jurisdiction other than this state. See Alabama Code 10A-1-1.03
  • Foreign limited liability partnership: means a foreign partnership whose partners have limited liability for the debts, obligations, or other liabilities of the foreign partnership under a provision similar to Section 10A-8A-3. See Alabama Code 10A-8A-1.02
  • Foreign partnership: means a partnership governed by the laws of a jurisdiction other than this state which would be a partnership if governed by the laws of this state. See Alabama Code 10A-8A-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.
  • law: Unless the context requires otherwise, both statutory and common law. See Alabama Code 10A-1-1.03
  • 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
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • LIMITED LIABILITY PARTNERSHIP: A limited liability partnership as defined in Chapter 8A. See Alabama Code 10A-1-1.03
  • Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
  • Not for profit activity: includes every undertaking not for profit. See Alabama Code 10A-8A-1.02
  • Partner: means a person that:

    (A) has become a partner in a partnership under Section 10A-8A-4. See Alabama Code 10A-8A-1.02

  • Partnership: means an entity that is formed under this chapter or that is governed by this chapter. See Alabama Code 10A-8A-1.02
  • Partnership agreement: means any agreement (whether referred to as a partnership agreement or otherwise), written, oral or implied, of the partners as to the business or not for profit activity of a partnership. See Alabama Code 10A-8A-1.02
  • person: An individual, including the estate of an incompetent or deceased individual, or an organization, whether created by the laws of this state or another state or foreign country, including, without limitation, a general partnership, limited liability partnership, limited partnership, limited liability limited partnership, limited liability company, corporation, professional corporation, nonprofit corporation, professional association, trustee, personal representative, fiduciary, as defined in Section 19-3-150 or person performing in any similar capacity, business trust, estate, trust, association, joint venture, government, governmental subdivision, agency, or instrumentality, or any other legal or commercial entity. See Alabama Code 10A-1-1.03
  • Person dissociated as a partner: means a person dissociated as a partner of a partnership. See Alabama Code 10A-8A-1.02
  • property: Includes all property, whether real, personal, or mixed, or tangible or intangible, or any right or interest therein. See Alabama Code 10A-1-1.03
  • state: Includes, when referring to a part of the United States, a state or commonwealth, and its agencies and governmental subdivisions, and a territory or possession, and its agencies and governmental subdivisions, of the United States. See Alabama Code 10A-1-1.03
  • Statement: means a statement of partnership under Section 10A-8A-2. See Alabama Code 10A-8A-1.02
  • 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-8A-1.02
  • Transferable interest: means a partner's right to receive distributions from a partnership. See Alabama Code 10A-8A-1.02

(1) “Business” includes every trade, occupation, and profession for profit.

(2) “Disqualified person” means any person who is not a qualified person.

(3) “Distribution” except as otherwise provided in Section 10A-8A-4.09(f), means a transfer of money or other property from a partnership to another person on account of a transferable interest.

(4) “Foreign limited liability partnership” means a foreign partnership whose partners have limited liability for the debts, obligations, or other liabilities of the foreign partnership under a provision similar to Section 10A-8A-3.06(c).

(5) “Foreign partnership” means a partnership governed by the laws of a jurisdiction other than this state which would be a partnership if governed by the laws of this state. The term includes a foreign limited liability partnership.

(6) “Limited liability partnership”, except in the phrase “foreign limited liability partnership”, means a partnership that has filed a statement of limited liability partnership under Section 10A-8A-10.01, and does not have a similar statement in effect in any other jurisdiction.

(7) “Not for profit activity” includes every undertaking not for profit.

(8) “Partner” means a person that:

(A) has become a partner in a partnership under Section 10A-8A-4.02 or was a partner in a partnership when the partnership became subject to this chapter; and

(B) has not dissociated as a partner under Section 10A-8A-6.01.

(9) “Partnership” means an entity that is formed under this chapter or that is governed by this chapter. The term includes, for all purposes of the laws of this state, a limited liability partnership.

(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 business or not for profit activity of a partnership. The partnership agreement includes any amendments to the partnership agreement.

(11) “Partnership at will” means a partnership in which the partners have not agreed to remain partners until the expiration of a definite term or the completion of a particular undertaking.

(12) “Person dissociated as a partner” means a person dissociated as a partner of a partnership.

(13) “Qualified person,” with respect to a partnership rendering professional services in this state, means a person authorized by this state or a regulatory authority of this state to own a transferable interest in that partnership.

(14) “Required information” means the information that a partnership is required to maintain under Section 10A-8A-1.11.

(15) “Statement” means a statement of partnership under Section 10A-8A-2.02, a statement of not for profit partnership under Section 10A-8A-2.02, a statement of authority under Section 10A-8A-3.03, a statement of denial under Section 10A-8A-3.04, a statement of dissociation under Section 10A-8A-7.04, a statement of dissolution under Section 10A-8A-8.02 or under Section 10A-8A-8.03, a certificate of reinstatement under Section 10A-8A-8.11, a statement of limited liability partnership under Section 10A-8A-10.01, a statement of cancellation under Section 10A-8A-10.01, or any other document required or permitted to be delivered to the Secretary of State for filing under this chapter, or an amendment or cancellation of any of the foregoing.

(16) “Transfer” means an assignment, conveyance, deed, bill of sale, lease, mortgage, security interest, encumbrance, gift, or transfer by operation of law.

(17) “Transferable interest” means a partner’s right to receive distributions from a partnership.

(18) “Transferee” means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a partner.

(Act 2018-125, §7; Act 2019-304, §1.)