(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:
Terms Used In Alabama Code 10A-9A-2.01
GENERAL PARTNER: means :(A) with respect to a limited partnership, a person that: (i) is admitted as a general partner under Section 10A-9A-4. See Alabama Code 10A-9A-1.02
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.
PARTNERSHIP AGREEMENT: means any agreement (whether referred to as a partnership agreement or otherwise), written, oral or implied, of the partners as to the activities and affairs of a limited partnership. See Alabama Code 10A-9A-1.02
person: includes a corporation as well as a natural person. See Alabama Code 1-1-1
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) the name of the limited partnership, which must comply with Article 5 of Chapter 1;(2) the address 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 partnership agreement; nonwaivable provisions” class=”unlinked-ref” datatype=”S” sessionyear=”2022″ statecd=”AL”>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.
