HB72 Alabama 2018 Session

Updated Feb 26, 2026

Notable

Summary

Primary Sponsor: Bill Poole
Republican
Session: Regular Session 2018
Title: Alabama Partnership Act, repealed and replaced, procedures for formation and dissolution, conforming changes, Secs. 10A-1-5.10, 10A-1-9.01 added; Secs. 10A-1-5.07, 10A-1-7.33, 10A-8-1.01 to 10A-8-11.04, inclusive, repealed; numerous sections of Title 10A, am'd.
Summary: HB 72 replaces Alabama's old Partnership Act with a new unified Alabama Partnership Law (Chapter 8A) that governs formation, governance, and dissolution of partnerships and related entities operating in Alabama.
What This Bill Does
It repeals the previous Partnership Act and Chapter 8, and creates a new Chapter 8A known as the Alabama Partnership Law that applies to domestic partnerships, limited liability partnerships, limited liability limited partnerships, and foreign partnerships that function in the state. It establishes formal procedures for formation, governance, dissolution, mergers, and conversions, including required filings with the Secretary of State and, for certain filings, the judge of probate. It defines key terms, clarifies authority among partners, and sets rules for distributions, wind-up, and liability; it also introduces transition rules to move from the old law to the new framework, effective January 1, 2019.

Who It Affects
Businesses and organizations formed as partnerships or partnership-related entities (including LLPs, LLLPs, and foreign partnerships) operating in Alabama would be governed by the new Chapter 8A, with new filing requirements, name rules, and governance standards.
Partners, members, transferees, and creditors of these partnerships and LLPs would gain clearer rights and duties, including standards for fiduciary duties, access to information, buyouts on dissociation, and procedures for winding up and paying debts, as outlined in the new Act.

Key Provisions
Repeals the old Alabama Partnership Act and Chapter 8 of Title 10A and replaces them with Chapter 8A: the Alabama Partnership Law, applying to domestic and foreign partnerships and related entities.
Titles, definitions, and governance: introduces unified definitions (e.g., partnership, partnership agreement, transfer, transferred interest) and outlines internal governance and external relations under the new framework.
Formation, records, and filing: creates new filing requirements (certificate of formation, statements of partnership, statements of authority, dissolution, merger, etc.) and designates filing with the Secretary of State (and, for certain items, the judge of probate) with specified fees.
Dissolution and winding up: sets out events that cause dissolution, processes for winding up, and rules for paying creditors and distributing remaining assets to owners, including buyouts for dissociated partners.
Conversions and mergers: authorizes conversions and mergers between partnerships and other organizations, with requirements for plans of conversion/merger and corresponding filings, and preservation of rights and liabilities.
Limited liability partnership regime: establishes LLPs and related rules, including professional services provisions and liability treatment for partners and employees tied to the LLP structure.
Transition and effective date: provides transition rules for existing relationships and specifies an effective date of January 1, 2019 for the new Chapter 8A regime.
Name reservations and entity registration: strengthens name reservation rules, requires registered agents and registered offices, and sets standards for maintaining corporate-like naming distinctions across entity types.

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