SB151 Alabama 2016 Session

Summary

Primary Sponsor

Cam Ward

Republican

Session

Regular Session 2016

Title

Business entities, partnerships and limited liability companies, procedures for formation and operation of harmonized, merger, dissolution, Secs. 10A-1-1.03, 10A-1-1.06, 10A-1-1.08, 10A-1-4.26, 10A-1-6.02, 10A-1.6.13, 10A-1-6.25, 10A-1-7.07, 10A-5A-1.10, 10A-5A-4.01, 10A-5A-5.04, 10A-5A-7.01, 10A-5A-7.02, 10A-5A-10.03, 10A-5A-10.04, 10A-5A-10.07, 10A-5A-10.08 am'd.; Secs. 10A-9-1.01 to 10A-9-12.08 inclusive, repealed; Secs. 10A-9A-1.01 to 10A-9A-11.07, inclusive, added

Description

This bill would revise the Alabama Limited Partnership Law as Chapter 9A of Title 10A of the Code of Alabama 1975.

This bill would harmonize the existing limited partnership law and the existing limited liability company law by reducing the differences between the two laws.

This bill would harmonize, to the extent possible, the various processes of formation, filings, notice, amendment and restatement of certificates of formation, admission of limited partners and general partners, contributions and distributions, dissociation of partners and the effects thereof, transfers of interests, charging orders, rights of personal representatives, dissolution and winding up, direct and derivative actions, and conversions and mergers.

This bill would continue to specify various default provisions which would apply to a partnership agreement unless modified by the partners in the partnership agreement.

This bill would continue to provide that certain obligations, such as the implied contractual covenant of good faith and fair dealing, could not be modified in the partnership agreement.

This bill would continue the requirement the filings necessary to form, dissolve, merge, or convert a limited partnership include information necessary to notify the state and third parties that the limited partnership exists and how to contact it.

This bill would continue to require the details related to the operation would be contained in the partnership agreement.

This bill would continue to require the certificate of formation to list all of the general partners.

This bill would specify that a partnership could be dissolved by filing a statement of dissolution rather than by amending the certificate of formation.

This bill would specify that when both the converting entity and the converted entity are domestic entities, the statement of conversion and the certificate of formation would be filed simultaneously with the Secretary of State.

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Subjects

Business Entities