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10A-5A-7.02, 10A-5A-10.03, 10A-5A-10.04, 10A-5A-10.07, 10A-5A-10.08 am'd.; Secs. 10A-9-1.01 to 10A-9-12.08 inclusive, repealed; Secs. 10A-9A-1.01 to 10A-9A-11.07, inclusive, added

Summary

SB151 would replace Alabama's old limited partnership law with a harmonized, modern Limited Partnership Law as Chapter 9A of Title 10A, aligning LP rules with LLC rules and standardizing formation, operation, and dissolution.

What This Bill Does

It adopts a revised Alabama Limited Partnership Law as Chapter 9A of Title 10A. It harmonizes the LP law with the LLC law, reducing differences between the two. It updates processes for formation, filings, notices, amendments, dissolution, mergers, and conversions, and establishes default provisions that apply unless partners modify them, while preserving nonwaivable duties like the implied covenant of good faith and fair dealing and adding clear rules for partner information, distributions, and wind-up.

Who It Affects

• Limited partnerships (both domestic and foreign) and their general and limited partners: the new framework changes formation, admission of partners, distributions, fiduciary duties, information access, dissociation, dissolution, winding up, and conversions/mergers.
• Filing officers, judges of probate, the Secretary of State, and creditors: new filing, notice, and enforcement procedures for formation, dissolution, reinstatement, mergers, conversions, and claims.

Key Provisions

• Adopts the revised Alabama Limited Partnership Law as Chapter 9A, replacing the old LP provisions (10A-9-1.01 through 10A-9-12.08) with new sections (10A-9A-1.01 to 10A-9A-11.07) and harmonizes LP rules with LLC law.
• Contains major governance and filing changes, including default provisions, nonwaivable duties (such as good faith and fair dealing), detailed formation and amendment requirements, information access rights for partners, distribution limitations, dissolution and winding up procedures, and the ability to handle conversions and mergers under a unified framework.

AI-generated summary using openai/gpt-5-nano on Feb 24, 2026. May contain errors — refer to the official bill text for accuracy.

Subjects

Business Entities