A limited partnership is dissolved and its activities and affairs shall be wound up upon the occurrence of the first of the following events:

(a) An event or circumstance that the partnership agreement states causes dissolution.

Terms Used In Alabama Code 10A-9A-8.01

  • circuit: means judicial circuit. See Alabama Code 1-1-1
  • following: means next after. See Alabama Code 1-1-1
  • 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
  • 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
  • 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
  • writing: includes typewriting and printing on paper. See Alabama Code 1-1-1
(b) Consent of all partners to dissolve.
(c) When there is no remaining general partner, unless either of the following applies:

(1) All of the limited partners agree in writing, within 90 days after the dissociation of the last general partner, to continue the activities and affairs of the limited partnership and to admit one or more new general partners.
(2) The activities and affairs of the limited partnership are continued and one or more new general partners are admitted in the manner stated in the partnership agreement.
(d) When there is no remaining limited partner, unless either of the following applies:

(1) All of the general partners agree in writing, within 90 days after the dissociation of the last limited partner, to continue the activities and affairs of the limited partnership and to admit one or more new limited partners.
(2) The activities and affairs of the limited partnership are continued and one or more new limited partners are admitted in the manner stated in the partnership agreement.
(e) When there are no remaining partners, unless either of the following applies:

(1) The holders of all of the transferable interests in the limited partnership agree in writing, within 90 days after the dissociation of the last general partner, to continue the activities and affairs of the limited partnership and to admit one or more new general partners and one or more new limited partners.
(2) The activities and affairs of the limited partnership are continued and one or more new general partners and one or more new limited partners are admitted in the manner stated in the partnership agreement.
(f) On application by a partner, the entry of an order dissolving the limited partnership on the grounds that it is not reasonably practicable to carry on the limited partnership’s activities and affairs in conformity with the partnership agreement, which order is entered by 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 by the circuit court for the county in which the limited partnership’s most recent registered office is located.
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