SB361 Alabama 2017 Session

Summary

Primary Sponsor

Arthur OrrSenator

Republican

Session

Regular Session 2017

Title

Alabama Partnership Act, repealed and replaced, procedures for formation and dissolution, conforming changes, Secs. 10A-1-5.10, 10A-1-9.01 added; Secs. 10A-1-5.07, 10A-1-7.33, 10A-8-1.01 to 10A-8-11.04, inclusive, repealed; Secs. 10A-1-1.02, 10A-1-1.03, 10A-1-1.06, 10A-1-1.08, 10A-1-1.12, 10A-1-2.02, 10A-1-3.06, 10A-1-3.17, 10A-1-3.32, 10A-1-3.33, 10A-1-3.41, 10A-1-4.01, 10A-1-4.02, 10A-1-4.25, 10A-1-4.31, 10A-1-5.01, 10A-1-5.02, 10A-1-5.03, 10A-1-5.04, 10A-1-5.05, 10A-1-5.06, 10A-1-5.08, 10A-1-5.11, 10A-1-5.12, 10A-1-5.31, 10A-1-5.32, 10A-1-5.33, 10A-1-7.01, 10A-1-7.02, 10A-1-7.03, 10A-1-7.04, 10A-1-7.05, 10A-1-7.06, 10A-1-7.07, 10A-1-7.11, 10A-1-7.12, 10A-1-7.13, 10A-1-7.14, 10A-1-7.22, 10A-1-7.23, 10A-1-7.24, 10A-1-7.31, 10A-1-7.32, 10A-1-7.34, 10A-1-7.36, 10A-1-7.37, 10A-1-8.01, 10A-1-8.02, 10A-1-8.03, 0A-1-9.21, 10A-1-9.22, 10A-5A-1.02, 10A-5A-1.06, 10A-9A-1.07, 10A-17-1.02 am'd.

Summary

SB361 repeals and replaces Alabama's Partnership Act, expanding formation, governance, and dissolution rules to limited liability partnerships and limited partnerships (domestic and foreign) and creating a new Chapter 8A to govern partnerships.

What This Bill Does

It replaces the old Alabama Partnership Act with Chapter 8A (Alabama Partnership Law), applying its formation, governance, and dissolution procedures to limited liability partnerships, limited partnerships, and their foreign counterparts operating in the state. It establishes detailed rules for name use, registration, and filings with the Secretary of State or judge of probate, and sets the framework for mergers, conversions, and winding up of dissolved partnerships. It also includes special provisions for partnerships performing professional services and provides transition rules effective January 1, 2018.

Who It Affects

• Domestic and foreign partnerships, including general partnerships, limited partnerships, limited liability partnerships, and foreign equivalents, and their partners or members, who will be governed by the new Chapter 8A and related sections.
• State filing authorities (Secretary of State and judge of probate) and others involved in filings, registrations, dissolutions, and asset distributions (e.g., creditors and claimants) who interact with the new rules, fees, and procedures.

Key Provisions

• Creates Chapter 8A (Alabama Partnership Law) to replace the prior partnership framework, applying formation, governance, and dissolution rules to LLPs, LPs, and their foreign counterparts.
• Defines core terms (partnership, partnership agreement, transferable interest, authority, governing statute) and sets governing-law rules for internal affairs, with specific provisions for professional-service LLPs.
• Imposes name, designation, and filing requirements for partnerships, including required use of terms like 'general partnership' or 'G.P.' and mandated registered agents and offices; establishes name reservation and changing procedures.
• Establishes comprehensive filing and recording procedures and fees with the Secretary of State and judge of probate, including procedures for formation, amendments, merges, conversions, and dissolution filings.
• Outlines dissolution and winding-up processes, including the order of asset distributions, liability exposure after dissolution, and handling of known and unknown claims against dissolved entities.
• Provides for mergers and conversions between partnerships and other organizations, detailing plan content, approval, and the effects on assets, liabilities, and continuity of existence.
• Includes transitional provisions, effective January 1, 2018, and repeals certain outdated sections (Chapter 8 of Title 10A and related provisions) to align with the new Chapter 8A 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