A limited partner may bring an action in the right of a limited partnership to recover a judgment in its favor if general partners with authority to do so have refused to bring the action or if an effort to cause those general partners to bring the action is not likely to succeed.

In a derivative action, the plaintiff must be a partner at the time of bringing the action or have succeeded to the right of a partner under Section 10-9B-705 and (1) at the time of the transaction of which he or she complains, or (2) his or her status as a partner (or successor) exercising the rights and powers of a partner under Section 10-9B-705, have devolved upon him or her by operation of law or pursuant to the terms of the partnership agreement from a person who was a partner at the time of the transaction.

In a derivative action, the complaint shall set forth with particularity the effort of the plaintiff to secure initiation of the action by a general partner or the reasons for not making the effort.

If a derivative action is successful, in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise, or settlement of an action or claim, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees, and shall direct him or her to remit to the limited partnership the remainder of those proceeds received by him or her.

As used in this chapter, unless the context otherwise requires, the following terms have the following meanings:

(1) BUSINESS ENTITY. A corporation, limited liability company, partnership, limited partnership, registered limited liability partnership, or other entity to engage in business, whether for profit or not, created under the laws of the State of Alabama, predecessor law, or law of another jurisdiction.

(2) CERTIFICATE OF LIMITED PARTNERSHIP. The certificate referred to in Section 10-9B-201, as the certificate is amended from time to time or restated.

(3) CONTRIBUTION. Includes any cash, property, services rendered, or a promissory note or other binding obligation to pay cash or convey property or render services, which a partner contributes as capital to a limited partnership in his or her capacity as a partner.

(4) EVENT OF WITHDRAWAL OF A GENERAL PARTNER. An event that causes the withdrawal of a general partner under Section 10-9B-402.

(5) FOREIGN LIMITED PARTNERSHIP. A partnership formed under the laws of any state other than the State of Alabama or under the laws of a foreign country and having as partners one or more general partners and one or more limited partners.

(6) GENERAL PARTNER. A person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and named in the certificate of limited partnership as a general partner.

(7) KNOWLEDGE. A person's actual knowledge of a fact, rather than a person's constructive knowledge of the fact.

(8) LIMITED PARTNER. A person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement.

(9) LIMITED PARTNERSHIP and DOMESTIC LIMITED PARTNERSHIP. A partnership formed by two or more persons under the laws of this state and having one or more general partners and one or more limited partners.

(10) PARTNER. Any limited or general partner.

(11) PARTNERSHIP AGREEMENT. Any valid written or oral agreement of the partners as to the affairs of a limited partnership and the conduct of its business, including, in the case of limited partnerships formed prior to October 1, 1998, the certificate of limited partnership.

(12) PARTNERSHIP INTEREST. A partner's share of the capital and profits and losses of a limited partnership, the right to receive distributions of partnership assets, and the right to receive any allocation of income, gain, loss, deduction, credit, or similar items.

(13) PERSON. A natural person or (whether domestic or foreign) a partnership (including a registered limited liability partnership), limited partnership, limited liability company, custodianship, trust, estate, association, or corporation or (whether such status is created by the law of Alabama or another state or foreign country) trustee, personal representative, custodian, fiduciary (as defined in Section 19-3-150) or person performing in any similar capacity, or other legal entity.

(14) STATE. A state, territory, or possession of the United States, the District of Columbia, or the Commonwealth of Puerto Rico.

The name of each limited partnership as set forth in its certificate of limited partnership:

(1) Shall contain the word "Limited" or the abbreviation "Ltd." or "L.P." or "LP";

(2) May not contain the name of a limited partner unless (i) it is also the name of a general partner or the corporate name of a corporate general partner, or (ii) the business of the limited partnership had been carried on under that name before the admission of that limited partner;

(3) May not contain the following words: "bank," "banking," "banker," "trust," "insurance," "insurer," "corporation," "incorporated," or any abbreviation of such words.

RESERVED

(a) Each limited partnership shall continuously maintain in this state:

(1) An office, which may but need not be a place of its business in this state, at which shall be kept the records required by Section 10-9B-105 to be maintained; and

(2) An agent for service of process on the limited partnership, which agent must be an individual resident of this state, a domestic business entity, or a foreign business entity having a place of business in and authorized to do business in this state.

(b) Each limited partnership organized under the laws of this state shall file with the office of the Secretary of State, within the time prescribed in this section, a report setting forth:

(1) The name of the partnership;

(2) The county in which its certificate of limited partnership is filed;

(3) Its principal place of business in this state;

(4) The address of the office required to be maintained under subsection (a)(1) hereof; and

(5) The name of and address of the agent for service of process required to be maintained under subsection (a)(2) hereof.

(c) Such report shall be delivered to the Secretary of State within 30 days of the date the certificate of limited partnership is filed with the office of the judge of probate in the county in which its certificate of limited partnership is filed. Proof to the satisfaction of the Secretary of State that prior to the due date for the filing of such report, it was deposited in the United States mail, in a sealed envelope, properly addressed, with postage prepaid, shall be deemed compliance with this requirement. If the Secretary of State finds that such report conforms to the requirement of this section, he or she shall file the same. If he or she finds that it does not so conform, he or she shall promptly return the same to the limited partnership for any necessary corrections, in which event no penalties hereinafter prescribed for failure to file such report within the time hereinabove provided shall apply, if such report is corrected to conform to the requirements of this section and returned to the Secretary of State within 30 days from the date on which it was mailed to the partnership by the Secretary of State.

(d) The Secretary of State shall charge and collect a fee of five dollars ($5), payable to the State of Alabama, for filing the report required hereunder or for filing any statement of change under this section.

(e) Any limited partnership that fails or refuses to file its report required hereunder within 30 days after the receipt of written notice from the Secretary of State of its failure to file such report, shall be subject to a penalty of fifty dollars ($50), payable to the State of Alabama.

(f) The Secretary of State shall keep an alphabetical list of domestic limited partnerships whose reports have been filed in his or her office and of foreign limited partnerships which have registered in this state, together with the data contained in said annual reports or applications for registration as a foreign limited partnership.

(g) Whenever there is any change with respect to the information set forth in such report of any limited partnership, it shall within 30 days of such change file a statement of the change with the office of the Secretary of State. The requirement of filing any such change with the office of the Secretary of State is in addition to any requirement of filing an amendment to the certificate of limited partnership imposed under Section 10-9B-202 hereof. No change in the designation of the agent for service of process required to be maintained under subsection (a)(2) hereof shall be deemed effective until a statement of such change has been filed with the office of the Secretary of State, designating a new agent for service of process together with such agent's street address. Until such statement of change is filed, service of process upon the previously designated agent for service of process shall continue to be effective.

(h) Nothing herein contained shall limit or affect the right to serve any process, notice, or demand required or permitted by law to be served upon a partnership in any other manner now or hereafter permitted by law.

(a) Each limited partnership shall keep at the office referred to in Section 10-9B-104(a)(1) the following:

(1) A current list of the full name and last known business or residence address of each partner (which address shall be a street address), separately identifying the general partners (in alphabetical order) and the limited partners (in alphabetical order);

(2) A copy of the certificate of limited partnership and all certificates of amendment thereto, together with executed copies of any powers of attorney pursuant to which any certificate has been executed;

(3) Copies of the limited partnership's federal, state, and local income tax returns and reports, if any, for the three most recent years;

(4) Copies of any then effective written partnership agreements and of any financial statements of the limited partnership for the three most recent years; and

(5) Unless contained in a written partnership agreement, a writing setting out:

(i) The amount of cash and a description and statement of the agreed value of the other property or services contributed by each partner and which each partner has agreed to contribute;

(ii) The times at which or events on the happening of which any additional contributions agreed to be made by each partner are to be made;

(iii) Any right of a partner to receive, or of a general partner to make, distributions to a partner which include a return of all or any part of the partner's contribution; and

(iv) Any events upon the happening of which the limited partnership is to be dissolved and its affairs wound up.

(b) Records kept under this section, and any other books and records of the partnership, wherever situated, are subject to inspection and copying at the reasonable request and at the expense of any partner during ordinary business hours. Any agent or general partner of a partnership who, without reasonable cause, fails or refuses to produce such books or records within 10 days of a written demand of any partner, and to allow such partner or his or her agent or attorney, so to inspect or copy such books or records of the partnership, for any proper purpose, shall be personally liable to such partner for a penalty of an amount not to exceed 10 percent of the fair value of the partnership interest of such partner, in addition to any other damages or remedy.

A limited partnership may carry on any business that a partnership without limited partners may carry on except banking or insurance business.

Except as provided in the partnership agreement, a partner may lend money to and transact other business with the limited partnership and, subject to other applicable law, has the same rights and obligations with respect thereto as a person who is not a partner.

In this article, unless the context clearly indicates otherwise, the following terms have the following definitions:

(1) BUSINESS ENTITY. Any business entity within the definition of Section 10-9B-101(1) of this chapter.

(2) CORPORATION. A corporation created under the Alabama Business Corporation Act, predecessor law, or comparable law of another jurisdiction.

(3) EQUITY OWNER. Any person having an ownership interest in a business entity.

(4) FOREIGN LIMITED PARTNERSHIP. The meaning given in Section 10-9B-101(5) of this chapter.

(5) GENERAL PARTNER. A general partner in a limited partnership as defined in Section 10-9B-101(7) of this chapter, predecessor law, or comparable law of another jurisdiction, or a partner in a general partnership or in a registered limited liability partnership under the Alabama Uniform Partnership Act, predecessor law, or comparable law of another jurisdiction.

(6) GENERAL PARTNERSHIP. An association of two or more persons to carry on as co-owners a business for profit formed under the Alabama Uniform Partnership Act, predecessor law, or comparable law of another jurisdiction, and includes a registered limited liability partnership.

(7) LIMITED LIABILITY COMPANY. A limited liability company created under the Alabama Limited Liability Company Act, predecessor law, or comparable law of another jurisdiction.

(8) LIMITED PARTNER. A limited partner in a limited partnership under Section 10-9B-101(8) of this chapter, predecessor Alabama law, or comparable law of another jurisdiction.

(9) LIMITED PARTNERSHIP or DOMESTIC LIMITED PARTNERSHIP. The meaning given in Section 10-9B-101(9) of this chapter.

(10) MEMBER. A person reflected in the required records of a limited liability company as the owner of some governance rights of a membership interest in the limited liability company.

(11) PARTNER. Includes both a general partner and a limited partner.

(12) SHAREHOLDER. The person in whose name the units into which proprietary interests in a corporation are divided, are registered in the records of the corporation, or the beneficiary owner of such units to the extent of the rights granted by a nominee certificate on file with a corporation.

(a) A limited partnership may be converted to a general partnership, corporation or limited liability company, or a foreign limited partnership pursuant to this section.

(b) The terms and conditions of a conversion of a limited partnership to a general partnership, corporation, limited liability company, or foreign limited partnership must be approved by all of the partners or as otherwise provided in the partnership agreement.

(c) After the conversion is approved by the partners:

(1) Articles (or certificate) of incorporation, articles of organization, certificate of limited partnership, or any corresponding constituent instrument shall be filed in the jurisdiction in which the corporation, limited liability company, or foreign limited partnership is to be formed. Any such articles or certificate must include:

(i) A statement that the business entity was converted from a limited partnership;

(ii) Its former name; and

(iii) A statement that the conversion was approved by all of the partners or a statement of the requirements of the partnership agreement for a conversion and a statement of compliance with those requirements; and

(2) A certificate of cancellation of the limited partnership's certificate of limited partnership shall be filed pursuant to Section 10-9B-203 hereof. The certificate of cancellation must include:

(i) A statement that the limited partnership was converted to a general partnership, corporation, limited liability company, or foreign limited partnership, as the case may be; and

(ii) The name of the limited partnership.

(d) The conversion takes effect upon the later of:

(1) The filing of the articles (or certificate) of incorporation, articles of organization, certificate of limited partnership, or any corresponding constituent instrument, if any, required for the form of business entity into which the limited partnership is to be converted;

(2) The filing of the certificate of cancellation of the limited partnership; or

(3) At any later date specified in the certificate of cancellation of the limited partnership.

(e) A general partner who becomes a shareholder, member, or limited partner of a foreign limited partnership as a result of the conversion remains liable as a general partner for an obligation incurred by the limited partnership before the conversion takes effect. If another party to a transaction with a corporation, limited liability company, or foreign limited partnership reasonably believes when entering the transaction that the shareholder, member, or limited partner of such foreign limited partnership is a general partner, the shareholder, member, or limited partner of such foreign limited partnership is liable for an obligation for which such general partner would be personally liable under Section 10-9B-403, incurred by the corporation, limited liability company, or foreign limited partnership within 90 days after the conversion takes effect. The shareholder's, member's, or limited partner's liability for all other obligations of the corporation, limited liability company, or foreign limited partnership incurred after the conversion takes effect is that of a shareholder, member, or limited partner as provided in the jurisdiction in which the corporation, limited liability company, or foreign limited partnership is formed.

(a) A general partnership, corporation, limited liability company, or foreign limited partnership may be converted to a domestic limited partnership pursuant to this section.

(b) Notwithstanding a provision to the contrary in a general partnership agreement, articles (or certificate) of incorporation, by-laws, articles of organization, operating agreement, limited partnership certificate or agreement, regulations or other agreements, the terms and conditions of a conversion of a general partnership, corporation, limited liability company, or foreign limited partnership to a limited partnership must be approved by all of the partners, shareholders, or members.

(c) After the conversion is approved by the partners, shareholders, or members:

(1) A corporation, limited liability company, or foreign limited partnership converting to a domestic limited partnership shall file articles of dissolution in the case of a corporation or limited liability company or cancel its certificate in the case of a foreign limited partnership. The articles of dissolution or cancellation of certificate of limited partnership must include:

(i) A statement that the corporation, limited liability company, or foreign limited partnership was converted to a limited partnership; and

(ii) The name of the limited partnership, and where its certificate of limited partnership is being filed.

(2) The limited partnership shall file a certificate of limited partnership complying with Section 10-9B-201.

(d) The conversion takes effect on the later of:

(1) When any such articles of dissolution or certificate of cancellation are filed in the case of a corporation, limited liability company, or foreign limited partnership pursuant to subsection (c)(1) above;

(2) When such certificate of limited partnership is filed pursuant to subsection (c)(2) above; or

(3) At such later date as may be set forth in such certificate of limited partnership.

(e) A shareholder, member, or limited partner of a foreign limited partnership who becomes a general partner as a result of the conversion remains liable only as a shareholder, member, or limited partner for an obligation incurred by the corporation, limited liability company, or foreign limited partnership before the conversion takes effect. A shareholder, member, or limited partner of a foreign limited partnership who becomes a general partner as a result of the conversion is liable as a general partner for an obligation of the limited partnership incurred after the conversion takes effect.

(a) A limited partnership, general partnership, corporation, limited liability company, or foreign limited partnership that has been converted pursuant to this article is for all purposes the same entity that existed before the conversion.

(b) When a conversion takes effect:

(1) All property owned by the converting limited partnership, general partnership, corporation, limited liability company, or foreign limited partnership remains vested in the converted entity;

(2) All obligations of the converting limited partnership, general partnership, corporation, limited liability company, or foreign limited partnership continue as obligations of the converted entity; and

(3) An action or proceeding pending by or against the converting limited partnership, general partnership, corporation, limited liability company, or foreign limited partnership may be continued as if the conversion had not occurred.

(a) Pursuant to a plan of merger approved as provided in subsection (c), a limited partnership may be merged with one or more business entities (including another domestic limited partnership or a foreign limited partnership).

(b) The plan of merger must set forth:

(1) The name of each business entity that is a party to the merger;

(2) The name of the surviving entity into which the other business entities will merge;

(3) The type of business entity of the surviving business entity and the status in the surviving business entity of each equity owner of a business entity that is a party to the merger;

(4) The terms and conditions of the merger;

(5) The manner and basis of converting the interests of each party to the merger into interests or obligations of the surviving business entity, or into money or other property in whole or part; and

(6) The street address of the surviving business entity's principal place of business.

(c) The plan of merger must be approved:

(1) In the case of a domestic limited partnership that is a party to the merger:

(i) By all general partners; and

(ii) By all limited partners owning such percentage or other interest in the profits of the partnership as provided in the partnership agreement, which may also prescribe voting by classes or groups, but in any event by limited partners who own more than 50 percent of the current percentage or other interests in the profits of the limited partnership owned by all the limited partners;

(2) In the case of a general partnership that is a party to the merger, by all of the partners or as otherwise provided in the partnership agreement;

(3) In the case of a business entity other than a limited or general partnership that is a party to the merger when the surviving business entity is a limited or general partnership, by the vote required for approval of a merger by the law of the state or foreign jurisdiction in which the business entity (including any foreign limited partnership) is organized and, in the absence of such a specifically applicable law, by all of the equity owners who are to become general partners, notwithstanding a provision to the contrary in the organizational documents of the business entity; and

(4) In the case of a business entity other than a limited or general partnership that is a party to the merger when the surviving business entity is not a limited or general partnership, by the vote required for approval of a merger by the law of the state or foreign jurisdiction in which the business entity (including a foreign limited partnership) is organized and, in the absence of such a specifically applicable law, in accordance with the organization documents of the business entity.

(d) After a plan of merger is approved and before the merger takes effect, the plan may be amended or abandoned as provided in the plan.

(e) The merger takes effect on the later of:

(1) The approval of the plan of merger by all parties to the merger, as provided in subsection (c);

(2) The filing of all documents required by law to be filed as a condition to the effectiveness of the merger; or

(3) Any effective date specified in the plan of merger.

(a) If a domestic limited partnership is merging under this article, the limited partnership or other business entity (including a foreign limited partnership) surviving or resulting in or from the merger shall file a certificate of merger in the office of the Secretary of State. If a domestic limited partnership is filing said certificate of merger, the certificate of merger must be signed by at least one general partner of the limited partnership, or if the certificate of merger is being filed by another business entity (including a foreign limited partnership), the certificate of merger must be signed by a person authorized by such other business entity. The certificate of merger shall state:

(1) The name, jurisdiction, and date of formation or organization of each of the limited partnerships or other business entities which are to merge;

(2) That an agreement of merger has been approved and executed by each of the limited partnerships or other business entities which are to merge;

(3) The name of the surviving or resulting limited partnership or other business entity;

(4) The future effective date or time (which shall be a date or time certain) of the merger if it is not to be effective upon the filing of the certificate of merger;

(5) That the agreement of merger is on file at a place of business of the surviving or resulting limited partnership or other business entity, and shall state the address thereof; and

(6) That a copy of the agreement of merger will be furnished by the surviving or resulting limited partnership or other business entity, on request and without cost, to any partner of any limited partnership or any person holding an interest in any other business entity which is to merge.

(b) A certificate of merger shall act as a certificate of cancellation for a domestic limited partnership which is not the surviving or resulting entity in the merger.

(c) Each certificate of merger required by this article to be filed with the Secretary of State shall also be recorded in the office of the judge of probate in the county in which the certificate of limited partnership of each domestic limited partnership that is a party to such merger is filed; provided, however, that when such certificate is filed by the Secretary of State, the matters covered by such certificate shall be effective as stated therein, and a copy of such certificate certified by the Secretary of State shall be conclusive evidence of the matters covered therein. The judge of probate may charge five dollars ($5) plus fifty cents ($.50) per page in excess of five pages for such filing.

(a) When a merger takes effect:

(1) The separate existence of every business entity that is a party to the merger, other than the surviving business entity, ceases;

(2) All property owned by each of the merged business entities vests in the surviving business entity;

(3) All obligations of every business entity that is a party to the merger become the obligations of the surviving business entity; and

(4) An action or proceeding pending by or against a business entity that is a party to the merger may be continued as if the merger had not occurred, or the surviving business entity may be substituted as a party to the action or proceeding.

(b) The Secretary of State of this state is the agent for service of process in an action or proceeding against a surviving foreign business entity to enforce an obligation of a domestic business entity that is a party to a merger. The surviving entity shall promptly notify the Secretary of State of the mailing address of its chief executive office and any change of address. Upon receipt of process, the Secretary of State shall mail a copy of the process to the surviving foreign business entity.

(c) An equity owner of the surviving business entity is liable for:

(1) All obligations of a party to the merger for which such person was personally liable before the merger;

(2) All other obligations of the surviving business entity, if the surviving business entity is a general partnership or limited partnership, incurred before the merger by a party to the merger, but those obligations may be satisfied only out of property of the surviving business entity; and

(3) All obligations of the surviving business entity incurred after the merger takes effect if the surviving business entity is a general partnership or limited partnership and the equity owner is a general partner.

(d) If the obligations incurred before the merger by a party to the merger that is a general partnership or limited partnership to the merger are not satisfied out of the property of the surviving business entity, the general partners of a general partnership or limited partnership that is a party to the merger immediately before the effective date of the merger shall contribute to the surviving business entity the amount necessary to satisfy that party's obligations in the manner provided in the general or limited partnership act of the jurisdiction in which the general or limited partnership was formed, as the case may be, as if the merged partnership were dissolved.

(e) A partner of a limited partnership that is a party to a merger who does not become an equity owner of the surviving business entity is deemed withdrawn from the limited partnership, of which that partner was a partner, as of the date the merger takes effect. The surviving business entity shall cause the partner's interest in the partnership to be purchased under Section 10-9B-604 or another statute specifically applicable to that partner's interest in connection with the merger. The surviving business entity is bound under Section 10-8A-702 by an act of a general partner deemed withdrawn under this subsection, and the partner is liable under Section 10-8A-703 for transactions entered into by the surviving business entity after the merger takes effect.

This article is not exclusive. Limited partnerships, general partnerships, corporations, and limited liability companies may be converted and business entities may be merged in any other manner provided by law.

(a) This chapter shall be so applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this chapter among states enacting it.

(b) The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this chapter.

This chapter may be cited as the Alabama Limited Partnership Act of 1997.

If any provision of this chapter or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of the chapter which can be given effect without the invalid provision or application, and to this end the provisions of this chapter are severable.

The effective date of this chapter is October 1, 1998. Sections 10-9A-1 to 10-9A-203, inclusive, are hereby repealed on that date.

In any case not provided for in this chapter, the provisions of the Alabama Uniform Partnership Act of 1996 govern.

The repeal of any statutory provision by this chapter does not impair, or otherwise affect, the organization or the continued existence of a limited partnership existing on October 1, 1998, nor does the repeal of any existing statutory provision by this chapter impair any contract or affect any right accrued before October 1, 1998.

(a) In order to form a limited partnership a certificate of limited partnership must be executed and delivered to the office of the judge of probate of the county in which is located the office required to be maintained by Section 10-9B-104. If the judge of probate finds that the certificate substantially conforms to law, he or she shall, when all prescribed fees have been paid, file such certificate of limited partnership in his or her office. Such certificate of limited partnership shall set forth:

(1) The name of the limited partnership;

(2) The street address of the office and the name and street address of the agent for service of process required to be maintained by Section 10-9B-104;

(3) The name and the mailing address of each general partner;

(4) The latest date upon which the limited partnership is to dissolve (or, if no such date is stated, the partnership's existence shall be perpetual); and

(5) Any other matters the general partners determine to include therein.

(b) A limited partnership is formed at the time of the filing of the certificate of limited partnership in the office of the judge of probate or at any later time specified in the certificate of limited partnership if, in either case, there has been substantial compliance with the requirements of this section. The acceptance and filing of the certificate of limited partnership certificate by any judge of probate of this state shall be conclusive evidence that there has been substantial compliance with the requirements of this section.

(a) A certificate of limited partnership is amended by filing a certificate of amendment thereto in the office of the judge of probate in whose office the certificate of limited partnership is filed. The certificate of amendment shall set forth:

(1) The name of the limited partnership;

(2) The date of filing the certificate of limited partnership; and

(3) The amendment to the certificate.

(b) Within 30 days after the happening of any of the following events, an amendment to a certificate of limited partnership reflecting the occurrence of the event or events shall be filed:

(1) The admission of a new general partner;

(2) The withdrawal of a general partner; or

(3) The continuation of the business under Section 10-9B-801 after an event of withdrawal of a general partner.

(c) A general partner who becomes aware that any statement in a certificate of limited partnership was false when made or that any arrangements or other facts described have changed (other than an arrangement or fact required to be set forth in the certificate under the predecessor to Section 10-9B-201 but which is no longer required under Section 10-9B-201 of this chapter), making the certificate inaccurate in any respect, shall promptly amend the certificate.

(d) A certificate of limited partnership may be amended at any time for any other proper purpose the general partners may determine.

(e) No person has any liability because an amendment to a certificate of limited partnership has not been filed (i) to reflect the occurrence of any event referred to in subsection (b) of this section if the amendment is filed within the 30-day period specified in subsection (b), or (ii) to reflect a change in any arrangement or fact required to be set forth in the certificate under the predecessor to Section 10-9B-201 but which is no longer required under Section 10-9B-201 of this chapter.

(f) A restated certificate of limited partnership may be executed and filed as provided in Section 10-9B-209.

A certificate of limited partnership shall be canceled upon the dissolution and the commencement of winding up of the partnership or at any other time there are no limited partners. A certificate of cancellation shall be filed in the office of the judge of probate of the county in which the certificate of limited partnership is filed and shall set forth:

(1) The name of the limited partnership;

(2) The date of filing of its certificate of limited partnership;

(3) The reason for filing the certificate of cancellation;

(4) The effective date (which shall be a date certain) of cancellation if it is not to be effective upon the filing of the certificate; and

(5) Any other information the general partners filing the certificate determine.

(a) Each certificate required by this article to be filed in the office of the judge of probate shall be executed in the following manner:

(1) An original certificate of limited partnership must be signed by all general partners;

(2) A certificate of amendment must be signed by at least one general partner and by each other general partner designated in the certificate as a new general partner; and

(3) A certificate of cancellation must be signed by all general partners.

(b) Any person may sign a certificate as an attorney-in-fact, but a power of attorney to sign a certificate relating to the admission of a general partner must specifically describe the admission.

(c) The execution of a certificate as a general partner constitutes an affirmation under the penalties of perjury in the third degree (false swearing) prescribed by Section 13A-10-103 or its successor that the facts stated therein are true in all material respects.

If a person required by Section 10-9B-204 to execute any certificate fails or refuses to do so, any person who is adversely affected by the failure or refusal may petition the circuit court for the judicial circuit in which the county is located where the certificate of limited partnership is filed to direct the execution of the certificate. If the court finds that it is proper for the certificate to be executed and that any person so designated has failed or refused to execute the certificate, it shall order the judge of probate of the county in which the certificate of limited partnership was filed to record an appropriate certificate.

(a) A signed copy of the certificate of limited partnership shall be delivered to the judge of probate of the county in which the office required under Section 10-9B-104 is located. A signed copy of any certificate of amendment or cancellation (or of any judicial decree of amendment or cancellation) shall be delivered to the judge of probate of the county in which the certificate of limited partnership is filed. A person who executes a certificate as an agent or fiduciary need not exhibit evidence of his or her authority as a prerequisite to filing. If the judge of probate finds that any certificate substantially conforms to law, he or she shall upon receipt of all filing fees required by law:

(1) Endorse thereon the word "Filed" and the day, month, and year of the filing thereof;

(2) File the same in his or her office.

(b) Upon the filing of a certificate of amendment (or judicial decree of amendment) in the office of the judge of probate, the certificate of limited partnership shall be amended as set forth therein, and upon the effective date of a certificate of cancellation (or a judicial decree thereof), the certificate of limited partnership is canceled.

(c) The acceptance and filing of a certificate of limited partnership, certificate of amendment, or certificate of cancellation by any judge of probate of this state shall be conclusive evidence that there has been substantial compliance with the requirements of this section with respect to such certificate.

If any certificate of limited partnership or certificate of amendment or cancellation contains any statement which is false in any material respect, one who suffers loss by reasonable reliance on the statement may recover damages for the loss from:

(1) Any general partner (whether or not he or she executed the certificate) who knew or should have known, the statement to be false at the time the certificate was executed; and

(2) Any general partner who thereafter knows or should have known that any arrangement or other fact described in the certificate has changed (other than an arrangement or fact as to which amendment of the certificate was required under the predecessor to Section 10-9B-202 of this chapter but as to which amendment is no longer required under Section 10-9B-202 of this chapter), making the statement false in any material respect within a sufficient time before the statement was relied upon reasonably to have enabled that general partner to cancel or amend the certificate, or to file a petition for its cancellation or amendment under Section 10-9B-205.

The fact that a certificate of limited partnership is on file in the office of the judge of probate is constructive notice that the partnership is a limited partnership and the persons designated therein as general partners are general partners, but it is not constructive notice of any other fact.

(a) A limited partnership may, whenever desired, integrate into a single instrument all of the provisions of its certificate of limited partnership which are then in effect and operative as a result of there having theretofore been filed with the office of the judge of probate one or more certificates or other instruments pursuant to any of the sections referred to in this article and it may at the same time also further amend its certificate of limited partnership by adopting a restated certificate of limited partnership.

(b) If the restated certificate of limited partnership merely restates and integrates but does not further amend the initial certificate of limited partnership, as theretofore amended or supplemented by any instrument that was executed and filed pursuant to any of the sections in this article, it shall be specifically designated in its heading as a "Restated Certificate of Limited Partnership" together with such other words as the partnership may deem appropriate and shall be executed by a general partner and filed as provided in Section 10-9B-206 of this chapter in the office of the judge of probate in whose office the original certificate of limited partnership was filed. If the restated certificate restates and integrates and also further amends in any respect the certificate of limited partnership, as theretofore amended or supplemented, it shall be specifically designated in its heading as an "Amended and Restated Certificate of Limited Partnership" together with such other words as the partnership may deem appropriate and shall be executed by at least one general partner and by each other general partner designated in the restated certificate as a new general partner (but if the restated certificate reflects the withdrawal of a general partner as a general partner, such restated certificate of limited partnership need not be signed by that former general partner), and filed as provided in Section 10-9B-206 of this chapter in the office of the judge of probate in whose office the original certificate of limited partnership is filed.

(c) A restated certificate of limited partnership shall state, either in its heading or in an introductory paragraph, the limited partnership's present name, and, if it has been changed, the name under which it was originally filed, and the date of filing of its original certificate of limited partnership with the office of the judge of probate, and the future effective date or time (which shall be a date or time certain) of the restated certificate if it is not to be effective upon the filing of the restated certificate. A restated certificate shall also state that it was duly executed and is being filed in accordance with this section. If the restated certificate only restates and integrates and does not further amend the limited partnership's certificate of limited partnership as theretofore amended or supplemented and there is no discrepancy between those provisions and the restated certificate, it shall state that fact as well.

(d) Upon the filing of the restated certificate of limited partnership with the office of the judge of probate, or upon the future effective date or time of a restated certificate of limited partnership as provided for therein, the initial certificate of limited partnership, as theretofore amended or supplemented, shall be superseded; thenceforth, the restated certificate of limited partnership, including any further amendment or changes made thereby, shall be the certificate of limited partnership of the limited partnership, but the original effective date of formation shall remain unchanged.

(e) Any amendment or change effected in connection with the restatement and integration of the certificate of limited partnership shall be subject to any other provision of this chapter, not inconsistent with this section, which would apply if a separate certificate of amendment were filed to effect such amendment or change.

(a) In connection with the formation of a limited partnership, a person acquiring a partnership interest as a limited partner is admitted as a limited partner of the limited partnership upon the later to occur of:

(1) The formation of the limited partnership; or

(2) The time provided in and upon compliance with the partnership agreement or, if the partnership agreement does not so provide, when the person's admission is reflected in the records of the limited partnership.

(b) After the formation of a limited partnership, a person acquiring a partnership interest as a limited partner is admitted as a limited partner of the limited partnership:

(1) In the case of a person acquiring a partnership interest directly from the limited partnership, at the time provided in and upon compliance with the partnership agreement or, if the partnership agreement does not so provide, upon the written consent of all partners and when the person's admission is reflected in the records of the limited partnership; or

(2) In the case of an assignee of a partnership interest, as provided in Section 10-9B-704(a) of this chapter and at the time provided in and upon compliance with the partnership agreement or, if the partnership agreement does not so provide, when any such person's permitted admission is reflected in the records of the limited partnership.

(a) Subject to Section 10-9B-303, the partnership agreement may grant to all or a specified group of the limited partners the right to vote (on a per capita or other basis) upon any matter.

(b) When the partnership agreement grants such right to vote, it may make any provision that the parties, to the agreement deem appropriate as to notice of the time, place or purpose of any meeting at which any matter is to be voted on by any limited partners, for waiver of any such notice, for informal action by consent without a meeting, quorum requirements, voting in person or by proxy, or any other provisions with respect to the exercise of any such right to vote.

(a) Except as provided in subsection (d), a limited partner is not liable for the obligations of a limited partnership unless he or she is also a general partner or, in addition to the exercise of his or her rights and powers as a limited partner, he or she participates in the control of the business. However, if the limited partner participates in the control of the business, he or she is liable only to persons who transact business with the limited partnership reasonably believing, based upon the limited partner's participation in such control, that the limited partner is a general partner.

(b) A limited partner does not participate in the control of the business within the meaning of subsection (a) solely by doing one or more of the following:

(1) Being a contractor for or an agent, attorney-at-law, or employee of the limited partnership or of a general partner or being an officer, director, or shareholder of a general partner that is a corporation;

(2) Consulting with and advising a general partner with respect to the business of the limited partnership or examining into the state or progress of the partnership business;

(3) Acting as surety for the limited partnership or guaranteeing or assuming one or more specific obligations of the limited partnership;

(4) Taking any action required or permitted by law to bring or pursue a derivative action in the right of the limited partnership;

(5) Requesting or attending a meeting of partners;

(6) Proposing, approving, or disapproving, by voting or otherwise, one or more of the following matters:

(i) The dissolution and winding up of the limited partnership;

(ii) The sale, exchange, lease, mortgage, pledge, or other transfer of all or substantially all of the assets of the limited partnership;

(iii) The incurrence of indebtedness by the limited partnership other than in the ordinary course of its business;

(iv) A change in the nature of the business;

(v) The admission or removal of a general partner;

(vi) The admission or removal of a limited partner;

(vii) A transaction involving an actual or potential conflict of interest between a general partner and the limited partnership or the limited partners;

(viii) An amendment to the partnership agreement or certificate of limited partnership; or

(ix) Matters related to the business of the limited partnership not otherwise enumerated in this subsection (b), which the partnership agreement states in writing may be subject to the approval or disapproval of limited partners;

(7) Winding up the limited partnership pursuant to Section 10-9B-803; or

(8) Exercising any right or power permitted to limited partners under this chapter and not specifically enumerated in this subsection (b).

(c) The enumeration in subsection (b) does not mean that the possession or exercise of any other powers by a limited partner constitutes participation by him or her in the business of the limited partnership.

(d) A limited partner who knowingly permits his or her name to be used in the name of the limited partnership, except under circumstances permitted by Section 10-9B-102(2), is liable to creditors who, in reasonable reliance upon the credit of such limited partner, extend credit to the limited partnership without knowledge that the limited partner is not a general partner, but if the name of the limited partnership signifies that it is a family limited partnership, there shall be a rebuttable presumption that credit extended to the partnership was not in reliance on the credit of a limited partner whose name is contained in the name of the limited partnership even if the use of such limited partner's name is not under circumstances specifically permitted by Section 10-9B-102(2).

(a) Except as provided in subsection (c), a person who makes a contribution to a business enterprise and erroneously but in good faith believes that he or she has become a limited partner in the enterprise is not a general partner in the enterprise and is not bound by its obligations by reason of making the contribution, receiving distributions from the enterprise, or exercising any rights of a limited partner, if, on ascertaining the mistake, he or she:

(1) Causes an appropriate certificate of limited partnership or a certificate of amendment to be executed and filed; or

(2) Withdraws from future equity participation in the enterprise by executing and filing a certificate of withdrawal evidencing such withdrawal from future equity participation.

(b) A certificate of withdrawal evidencing withdrawal from future equity participation shall be signed by the person erroneously believing himself or herself a limited partner and shall be filed in the office of the judge of probate where the certificate of limited partnership of the enterprise has been filed, or if none has been filed, such certificate of withdrawal shall be filed in the office of the judge of probate of the county where the principal place of business of the enterprise is located, or if there is no known principal place of business, then in the office of the judge of probate of the county of domicile of such person. By withdrawing from future equity participation a person shall be deemed to withdraw from all participation in the future profits of the enterprise and from any future appreciation in the value of its assets, but shall not be deemed to withdraw from any previously accrued profits, whether distributed or undistributed, or from any appreciation in the assets of the enterprise (whether realized or unrealized) up to the date of such withdrawal, except as may be otherwise provided by agreement among the person withdrawing and other parties to the enterprise and except as may be otherwise stated in the certificate of withdrawal. For purposes of Section 10-9B-604, a person withdrawing from future equity participation shall be deemed a withdrawing partner.

(c) A person who makes a contribution of the kind described in subsection (a) is liable as a general partner to any third party who transacts business with the enterprise (i) before the person withdraws and an appropriate certificate is filed to show withdrawal, or (ii) before an appropriate certificate is filed to show that he or she is not a general partner, but in either case only if the third party actually believed in good faith that the person was a general partner at the time of the transaction, and extended credit to the business enterprise in reasonable reliance on the credit of such person.

Each limited partner has the right to:

(1) Inspect and copy any of the partnership records as provided in Section 10-9B-105; and

(2) Obtain from the general partners from time to time upon reasonable demand (i) the most recent financial statement of the partnership, (ii) promptly after becoming available, a copy of the limited partnership's federal, state, and local income tax returns for each year, and (iii) other information regarding the affairs of the limited partnership as is just and reasonable.

After the filing of a limited partnership's original certificate of limited partnership, additional general partners may be admitted as provided in writing in the partnership agreement or, if the partnership agreement does not provide in writing for the admission of additional general partners, with the written consent or ratification of all partners.

Except as approved by the specific written consent of all partners at the time, a person ceases to be a general partner of a limited partnership upon the happening of any of the following events:

(1) The general partner withdraws from the limited partnership as provided in Section 10-9B-602;

(2) The general partner ceases to be a member of the limited partnership as provided in Section 10-9B-702;

(3) The general partner is removed as a general partner in accordance with the partnership agreement;

(4) Unless otherwise provided in writing in the partnership agreement, the general partner: (i) makes an assignment for the benefit of creditors; (ii) files a voluntary petition in bankruptcy; (iii) is adjudicated a bankrupt or insolvent; (iv) files a petition or answer seeking for himself or herself any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation; (v) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against him or her in any proceeding of this nature; or (vi) seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the general partner or of all or any substantial part of his or her properties;

(5) Unless otherwise provided in writing in the partnership agreement, 120 days after the commencement of any proceeding against the general partner to attach or charge his or her partnership interest or seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation, the proceeding has not been dismissed, or if within 90 days after a court order attaching or charging his or her partnership interest or the appointment without his or her consent or acquiescence of a trustee, receiver, or liquidator of the general partner or of all or any substantial part of his or her properties, the order or appointment is not vacated or stayed or within 90 days after the expiration of any such stay, the appointment is not vacated;

(6) In the case of a general partner who is a natural person,

(i) His or her death; or

(ii) The entry of an order by a court of competent jurisdiction adjudicating him or her incompetent to manage his or her person or his or her estate;

(7) In the case of a general partner who is acting as a general partner by virtue of being a trustee of a trust, the termination of the trust (but not merely the substitution of a new trustee);

(8) In the case of a general partner that is a separate partnership, the dissolution and commencement of winding up of the separate partnership;

(9) In the case of a general partner that is a corporation, the filing of a certificate of dissolution, or its equivalent, for the corporation or the revocation of its charter; or

(10) In the case of an estate, the distribution by the fiduciary of the estate's entire interest in the partnership.

(a) Except as provided in this chapter or in the partnership agreement, a general partner of a limited partnership has the rights and powers and is subject to the restrictions of a partner in a partnership without limited partners.

(b) Except as provided in this chapter, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to persons other than the partnership and the other partners. Except as provided in this chapter or in the partnership agreement, a general partner of a limited partnership has the liabilities of a partner to a partnership without limited partners to the partnership and to the other partners.

A general partner of a limited partnership may make contributions to the partnership and share in the profits and losses of, and in distributions from, the limited partnership as a general partner. A general partner also may make contributions to and share in profits, losses, and distributions as a limited partner. A person who is both a general partner and a limited partner has the rights and powers, and is subject to the restrictions and liabilities, of a general partner and, except as provided in the partnership agreement, also has the powers, and is subject to the restrictions, of a limited partner to the extent of his or her participation in the partnership as a limited partner.

The partnership agreement may grant to all or certain identified general partners the right to vote (on a per capita or any other basis), separately or with all or any class of the limited partners, on any matter, and may make any appropriate provision for the exercise of such voting rights.

The contribution of a partner may be in cash, property, or services rendered, or a promissory note or other binding obligation to pay cash, to convey property, or to render services which a partner contributes as capital to a limited partnership in his or her capacity as partner.

(a) A promise by a limited partner to contribute to the limited partnership is not enforceable unless set out in a writing signed by the limited partner.

(b) Except as provided in the partnership agreement, a partner is obligated to the limited partnership to perform any enforceable promise to pay cash, to convey property, or to render services, even if he or she is unable to perform because of death, disability, or any other reason. If a partner does not perform such promise, he or she is obligated at the option of the limited partnership to contribute cash equal to that portion of the value of the promised contribution that has not been paid, conveyed, or rendered.

(c) The partnership agreement may provide that the interest of any partner who fails to make any contribution that he or she is obligated to make, or who fails to pay any agreed assessment that he or she is obligated to make, shall be subject to a reasonable penalty for such failure. Such penalty may take the form of reducing the defaulting partner's proportionate interest in the partnership, subordinating his or her interest to that of nondefaulting partners, a forced sale of his or her partnership interest in compliance with reasonable procedures for notice and disposition, forfeiture of his or her partnership interest on compliance with reasonable procedures for notice, the lending of the amount necessary to meet his or her commitment by other partners, a fixing of the value of his or her interest by appraisal or by suitable formula and redemption or sale of his or her interest at such value, or other reasonable penalty.

(d) Unless otherwise provided in the partnership agreement, the obligation of a partner to make a contribution or return money or other property paid or distributed in violation of this chapter may be compromised only by consent of all partners. Notwithstanding the compromise, a creditor of a limited partnership who extends credit or otherwise acts in reliance on that obligation after the partner signs a writing which reflects the obligation and before the amendment or cancellation thereof to reflect the compromise may enforce the original obligation.

The profits and losses of a limited partnership shall be allocated among the partners, and among classes of partners, in the manner provided in writing in the partnership agreement. In the case of a partnership formed under this chapter, if the partnership agreement does not so provide in writing, profits and losses shall be allocated on the basis of the value, as stated in the partnership records required to be kept pursuant to Section 10-9B-105, of the contributions made by each partner to the extent they have been paid, conveyed, or rendered to the partnership and have not been returned.

Distributions of cash or other assets of a limited partnership shall be allocated among the partners and among classes of partners in the manner provided in writing in the partnership agreement. If the partnership agreement does not so provide in writing, distributions shall be made on the basis of the value, as stated in the partnership records required to be kept pursuant to Section 10-9B-105, of the contributions made by each partner to the extent they have been paid, conveyed, or rendered to the partnership and have not been returned.

Except as provided in this article, a partner is entitled to receive distributions from a limited partnership before his or her withdrawal from the limited partnership and before the dissolution and winding up thereof to the extent and at the times or upon the happening of the events specified in the partnership agreement.

(a) A general partner may withdraw from a limited partnership at any time by giving written notice to the other partners, but if the withdrawal violates the partnership agreement, the limited partnership may recover from the withdrawing general partner damages for breach of the partnership agreement and offset the damages against the amounts otherwise distributable or payable to him or her.

(b) The withdrawal of a general partner from a limited partnership does not release him or her from liability under Section 10-9B-502 or from any liability under Section 10-9B-207.

(a) In the case of limited partnerships formed on or after October 1, 1998, a limited partner may only withdraw from the limited partnership at the time or upon the happening of events specified in the partnership agreement.

(b) In the case of limited partnerships organized prior to October 1, 1998, the certificate of limited partnership of which specifies the time or the happening of events upon which a limited partner may withdraw, a limited partner may only withdraw from the limited partnership at the time or upon the happening of events specified in the partnership certificate; provided, however, if the partnership certificate is amended on or after October 1, 1998, and if the amended certificate of limited partnership does not provide the time or happening of events upon which a limited partner may withdraw from the limited partnership, a limited partner may thereafter only withdraw from the limited partnership at the time or upon the happening of events specified in the partnership agreement.

(c) In the case of limited partnerships organized prior to October 1, 1998, the certificate of limited partnership of which did not specify the time or the events upon the happening of which a limited partner could withdraw, a limited partner may withdraw upon not less than six months' prior written notice to each general partner at his or her address on the books of the limited partnership at its office in this state; provided, however, that in the event the certificate of limited partnership is amended on or after October 1, 1998, to provide the time or happening of events upon which a limited partner may withdraw from a limited partnership, a limited partner shall thereafter be able to withdraw only at such time or upon the happening of events specified in the certificate of limited partnership; provided further, if the partnership certificate is amended on or after October 1, 1998, and if the amended certificate of limited partnership does not provide the time or happening of events upon which a limited partner may withdraw from the limited partnership, a limited partner may thereafter only withdraw from the limited partnership at the time or upon the happening of events specified in the partnership agreement.

(d) The withdrawal of a limited partner from a limited partnership does not release him or her from his or her liability to the partnership under Section 10-9B-502.

Except as provided in this article, upon withdrawal any withdrawing partner is entitled to receive any distribution to which he or she is entitled under the partnership agreement and, if not otherwise provided in the agreement, he or she is entitled to receive, within a reasonable time after withdrawal, the fair value of his or her interest in the limited partnership as of the date of withdrawal based upon his or her right to share in distributions from the limited partnership.

Except as provided in writing in the partnership agreement, a partner, regardless of the nature of his or her contribution, has no right to demand and receive any distribution from a limited partnership in any form other than cash. Except as provided in writing in the partnership agreement, a partner may not be compelled to accept a distribution of any asset in kind from a limited partnership to the extent that the percentage of the asset distributed to him or her exceeds a percentage of that asset which is equal to the percentage in which he or she shares in distributions from the limited partnership.

At the time a partner becomes entitled to receive a distribution, he or she has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution.

(a) A partner may not receive a distribution from a limited partnership to the extent that, after giving effect to the distribution, all liabilities of the limited partnership, other than liabilities to partners on account of their partnership interests, exceed the fair value of the partnership assets.

(b) A limited partner who receives a distribution in violation of subsection (a) of this section, and who had knowledge at the time of the distribution that the distribution violated subsection (a) of this section, shall be liable to the limited partnership for the amount of the distribution. A limited partner who receives a distribution in violation of subsection (a) of this section, and who did not have knowledge at the time of the distribution that the distribution violated subsection (a) of this section, shall not be liable for the amount of the distribution. Subject to subsection (c) of this section, this subsection shall not affect any obligation or liability of a limited partner under a partnership agreement or other applicable law for the amount of a distribution.

(c) Unless otherwise agreed in writing, a limited partner who receives a distribution from a limited partnership shall have no liability under this chapter or other applicable law for the amount of the distribution after the expiration of three years from the date of the distribution.

A partnership interest is personal property.

(a) Except as provided in the partnership agreement:

(i) A partnership interest is assignable in whole or in part;

(ii) An assignment of a partnership interest does not dissol a limited partnership or entitle the assignee to become or to exercise any rights of a partner;

(iii) An assignment entitles the assignee to share in such capital and profits and losses, to receive such distribution or distributions, and to receive such allocation of income, gain, loss, deduction, or credit or similar item to which the assignor was entitled, to the extent assigned; and

(iv) A partner ceases to be a partner upon assignment of all his or her partnership interest.

(b) The assignment of a limited partnership interest does not release the assignor from his or her liability to the limited partnership under Section 10-9B-502 or (in the case of an assignor who is a general partner) from any liability under Section 10-9B-207.

(c) The partnership agreement may provide that a partner's interest in a partnership may be evidenced by a certificate of partnership interest issued by the partnership and may also provide for the assignment or transfer of any partnership interest represented by the certificate and make other reasonable provisions with respect to such certificates.

On application to a court of competent jurisdiction by any judgment creditor of a partner, the court may charge the partnership interest of the partner with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights of an assignee of the partnership interest. This chapter does not deprive any partner of the benefit of any exemption laws applicable to his or her partnership interest.

(a) An assignee of a partnership interest, including an assignee of a general partner, may become a limited partner if and to the extent that (i) the assignor gives the assignee that right in accordance with authority described in the partnership agreement, or (ii) all other partners consent.

(b) An assignee who has become a limited partner has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of a limited partner under the partnership agreement and this chapter. An assignee who becomes a limited partner also is liable for the obligations of his or her assignor with respect to contributions as provided in Article 5 and distributions as provided in Article 6. However, the assignee is not obligated for liabilities of which the assignee had no knowledge at the time he or she became a limited partner.

(c) If an assignee of a partnership interest becomes a limited partner, the assignor is not released from his or her liability to the limited partnership under Section 10-9B-502 or (in the case of an assignor who is a general partner) any liability under Section 10-9B-207.

If a partner who is an individual dies or a court of competent jurisdiction adjudges him or her to be incompetent to manage his or her person or his or her property, the partner's personal representative, guardian, conservator, or other legal representative may exercise all the partner's rights for the purpose of settling his or her estate or administering his or her property, including any power the partner had to give an assignee the right to become a limited partner. Subject to Section 10-9B-402 and except as otherwise provided in the partnership agreement, if a partner is a corporation, trust, partnership, custodianship, or other entity and is dissolved or terminated, the powers of that partner may be exercised by its legal representative or successor of such partner.

A limited partnership is dissolved and its affairs shall be wound up upon the happening of the first to occur of the following:

(1) At the time (if any) specified in the certificate of limited partnership;

(2) Upon the happening of events specified in writing in the partnership agreement;

(3) Written consent of all partners;

(4) An event of withdrawal of a general partner unless (a) at the time there is at least one other general partner and the written provisions of the partnership agreement permit the business of the limited partnership to be carried on by the remaining general partner and that partner does so, or (b) within 90 days after the withdrawal, all partners agree in writing to continue the business of the limited partnership and to the appointment of one or more additional general partners if necessary or desired, which agreement shall be effective as of the date of such event of withdrawal; or

(5) Entry of a decree of judicial dissolution under Section 10-9B-802.

On application by or for a partner the circuit court for the county in which the certificate of limited partnership is filed may decree dissolution of a limited partnership whenever a general partner willfully or persistently commits a material breach of the partnership agreement or of this chapter, or whenever it is not reasonably practicable to carry on the business in conformity with the partnership agreement.

Except as provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership or, if none, the limited partners, may wind up the limited partnership's affairs; but the circuit court for the county in which the certificate of limited partnership is filed may, upon cause shown, wind up the limited partnership's affairs upon application of any partner, his or her legal representative, or assignee.

Upon the winding up of a limited partnership formed under this chapter, the assets shall be distributed in the following order of priority:

(1) To creditors (including partners who are creditors, to the extent permitted by Section 10-9B-107 or otherwise permitted by law), in satisfaction of liabilities of the limited partnership other than liabilities, even though enforceable by a partner as a creditor, under Section 10-9B-606 for distributions to partners under Section 10-9B-601 or Section 10-9B-604;

(2) Except as provided in the partnership agreement, to partners and former partners in satisfaction of liabilities for distributions under Section 10-9B-601 or Section 10-9B-604; and

(3) Except as provided in the partnership agreement, to partners first to the extent of the credit balances of their respective capital accounts, and secondly respecting their partnership interests, in the proportions in which the partners share in distributions.

(a) In settling accounts after dissolution, the liabilities of the partnership shall be entitled to payment in the following order:

(1) Those to creditors, in the order of priority as provided by law, except those to limited partners on account of their contributions and to general partners;

(2) Those to limited partners in respect to their share of the profits and other compensation by way of income on their contributions;

(3) Those to limited partners in respect to the capital of their contributions;

(4) Those to general partners other than for capital and profits;

(5) Those to general partners in respect to profits; and

(6) Those to general partners in respect to capital.

(b) Subject to any statement in the certificate or to subsequent agreement, limited partners share in the partnership assets in respect to their claims for capital and in respect to their claims for profits or for compensation by way of income on their contributions, respectively, in proportion to the respective amounts of such claims.

(c) This section shall not apply to limited partnerships formed under the laws of this state on or after January 1, 1984, but shall apply only (i) to limited partnerships formed under the laws of this state on or after January 1, 1972, and prior to January 1, 1984, and (ii) to limited partnerships formed under the laws of this state prior to January 1, 1972, which elected to come within the limited partnership provisions which became effective January 1, 1972, or which renewed their existence, except as such renewal was provided in the original agreement, on or after January 1, 1972, and prior to January 1, 1984.

Subject to the constitution of this state, (1) the laws of the state under which a foreign limited partnership is organized govern its organization and internal affairs and the liability of its limited partners, and (2) a foreign limited partnership may not be denied registration by reason of any difference between those laws and the laws of this state, provided however, that no limited partnership shall be allowed to carry on in this state any business of a character that may not lawfully be carried on by a limited partnership organized under the laws of this state.

(1) Before transacting business in this state, a foreign limited partnership shall register with the Secretary of State. In order to register, a foreign limited partnership shall:

(a) Submit to the Secretary of State, in duplicate, on forms furnished by the Secretary of State, an application for registration as a foreign limited partnership, signed by a general partner and setting forth:

(i) The name of the foreign limited partnership and, if different, the name under which it proposes to register and transact business in this state;

(ii) The state and date of its formation and the identity and address of the public office in said state where its certificate of limited partnership (or equivalent document) and all amendments thereto are on file;

(iii) An address of an agent for service of process on the foreign limited partnership whom the foreign limited partnership elects to appoint; the agent must be an individual resident of this state, a domestic business entity, or a foreign business entity having a place of business in, and authorized to do business in, this state;

(iv) A statement that the foreign limited partnership consents to service of process on it by registered mail addressed to the foreign limited partnership at the office required to be maintained in the state of its organization by the laws of that state or, if not so required, at the principal office of such partnership, if the agent so appointed under paragraph (iii) cannot be found and served with the exercise of reasonable diligence;

(v) The address of the office required to be maintained in the state of its organization by the laws of that state or, if not so required, of the principal office of the foreign limited partnership;

(vi) The name and business address of each general partner; and

(vii) The address of the office at which is kept a list of the names and addresses of the limited partners and their capital contributions, together with an undertaking by the foreign limited partnership to keep those records until the foreign limited partnership's registration in this state is canceled or withdrawn.

(b) Pay a fee in the amount of seventy-five dollars ($75) for filing the certificate of limited partnership, processing the application for registration as a foreign limited partnership and issuing the certificate of registration to transact business in this state.

(2) The execution by a general partner of an application for registration as a foreign limited partnership, or the execution of a certificate of change or amendment to such an application under Section 10-9B-905 hereof, constitutes an affirmation that the facts therein are true in all material respects under penalties for perjury in the third degree (false swearing) prescribed by Section 13A-10-103 or its successor.

(3) A limited partnership shall not be deemed to be transacting business in this state for the purposes of this section solely by reason of offers or sales of interests in such partnership in this state.

(a) If the Secretary of State finds that an application for registration conforms to law and all requisite fees have been paid, he or she shall:

(1) Endorse on the application the word "Filed," and the month, day, and year of the filing thereof;

(2) File in his or her office a duplicate original of the application; and

(3) Issue a certificate of registration to transact business in this state, effective as of the date such application was filed with the Office of the Secretary of State.

(b) The certificate of registration, together with a duplicate original of the application, shall be returned to the person who filed the application or his or her representative.

(c) Upon the issuance of a certificate of registration by the Secretary of State, the foreign limited partnership shall be authorized to transact any business in this state which may be done lawfully in this state by a limited partnership organized under the laws of this state, to the extent that it is authorized to do such business in the state, territory, or country where it was created; and such authorization shall relate back to and be deemed effective as of the date such application was filed with the Office of the Secretary of State.

A foreign limited partnership may register with the Secretary of State under any name (whether or not it is the name under which it is registered in its state of organization), providing such name shall contain the word "Limited" or the abbreviation "Ltd." or "L.P." or "LP" and is a name that could be adopted by a domestic limited partnership.

If any statement in the application for registration of a foreign limited partnership was false when made or any arrangements or other facts described have changed, making the application inaccurate in any material respect, the foreign limited partnership shall promptly file in the office of the Secretary of State a certificate, signed by a general partner, correcting such statement. The Secretary of State shall charge and collect a fee of ten dollars ($10) for filing and processing the certificate correcting such statement.

A foreign limited partnership may cancel its registration by filing with the Secretary of State a certificate of cancellation signed to by a general partner. A cancellation does not terminate the consent to service of process on the foreign limited partnership as provided in Section 10-9B-902(1)(a)(v) with respect to causes of action arising out of the transaction of business in this state.

(a) A foreign limited partnership transacting business in this state may not maintain any action, suit, or proceeding in any court of this state until it has registered in this state.

(b) The failure of a foreign limited partnership to register in this state does not impair the validity of any contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending any action, suit, or proceeding in any court of this state.

(c) A limited partner of a foreign limited partnership is not liable as a general partner of the foreign limited partnership solely by reason of having transacted business in this state without registration.

(d) A foreign limited partnership, by transacting business in this state without registration, shall be deemed to consent to the service of process on the foreign limited partnership by registered mail addressed to the foreign limited partnership at the office required to be maintained in the state of its organization by the laws of that state or, if not so required, at the principal office of such partnership, with respect to causes of action arising out of the transaction of business in this state.

The Attorney General may bring an action to restrain a foreign limited partnership from transacting business in this state in violation of this article.