(a) The initial limited partner or limited partners of a limited partnership are admitted as a limited partner or limited partners upon the formation of the limited partnership.

Terms Used In Alabama Code 10A-9A-3.01

  • LIMITED PARTNER: means :
    (A) with respect to a limited partnership, a person that:
    (i) is admitted as a limited partner under Section 10A-9A-3. See Alabama Code 10A-9A-1.02
  • partner: means a limited partner or general partner. 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
  • TRANSFERABLE INTEREST: means a partner's right to receive distributions from a limited partnership. See Alabama Code 10A-9A-1.02
(b) After formation, a person is admitted as a limited partner of the limited partnership:

(1) as provided in the partnership agreement;
(2) as the result of a transaction effective under Article 10 of this chapter or Article 8 of Chapter 1;
(3) with the consent of all the partners; or
(4) as provided in Section 10A-9A-8.01(d) or (e).
(c) A person may be admitted as a limited partner without:

(1) acquiring a transferable interest; or
(2) making or being obligated to make a contribution to the limited partnership.
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