(a) A dissolved partnership continues its existence as a partnership but may not carry on any business or not for profit activity except as is appropriate to wind up and liquidate its business or not for profit activity, including:

Terms Used In Alabama Code 10A-8A-8.02

  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • 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
  • property: includes both real and personal property. See Alabama Code 1-1-1
  • Prosecute: To charge someone with a crime. A prosecutor tries a criminal case on behalf of the government.
  • state: when applied to the different parts of the United States, includes the District of Columbia and the several territories of the United States. See Alabama Code 1-1-1
(1) collecting its assets;
(2) disposing of its properties that will not be distributed in kind to persons owning transferable interests;
(3) discharging or making provisions for discharging its liabilities;
(4) distributing its remaining property in accordance with Section 10A-8A-8.09; and
(5) doing every other act necessary to wind up and liquidate its business or not for profit activity.
(b) In winding up its business or not for profit activity, a partnership may:

(1) deliver to the Secretary of State for filing a statement of dissolution setting forth:

(A) The name of the partnership;
(B) If the partnership has filed a statement of partnership, a statement of not for profit partnership, a statement of authority, or a statement of limited liability partnership, the unique identifying number or other designation as assigned by the Secretary of State;
(C) That the partnership has dissolved;
(D) The name, street address, and mailing address of the partner who will be winding up the business or not for profit activity of the partnership pursuant to Section 10A-8A-8.03(a), and if none, the name, street address, and mailing address of the person appointed pursuant to Section 10A-8A-8.03(b) or (c) to wind up the business or not for profit activity of the partnership;
(E) If the partnership has filed a statement of partnership, a statement of not for profit partnership, or a statement of limited liability partnership, the name, street address, and mailing address of the partnership’s registered agent; and
(F) Any other information the partnership deems appropriate;
(2) preserve the partnership’s business or not for profit activity as a going concern for a reasonable time;
(3) prosecute, defend, or settle actions or proceedings, whether civil, criminal, or administrative;
(4) transfer the partnership’s assets;
(5) resolve disputes by mediation or arbitration; and
(6) merge or convert in accordance with Article 9 of this chapter or Article 8 of Chapter 1.
(c) The dissolution of a partnership does not:

(1) transfer title to the partnership’s property;
(2) prevent the commencement of a proceeding by or against the partnership in its partnership name;
(3) terminate, abate, or suspend a proceeding pending by or against the partnership on the effective date of dissolution;
(4) terminate the authority of its registered agent; or
(5) abate, suspend, or otherwise alter the application of Section 10A-8A-3.06.
(d) A statement of dissolution is a filing instrument under Chapter 1.
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