Domestic Limited Partnership Formation Filing in Alabama

At a glance

Requirements one by one

Certificate, agreement, and general partners

Ala. Code § 10A-9A-2.01(a) begins: “In order to form a limited partnership, a person must deliver a certificate of formation for filing to the Secretary of State.” The record gives the LP name, Alabama registered-office street address and county, registered agent's name, every general partner's name plus street and mailing addresses, and whether the LP is an LLLP. Transaction-specific fields can also apply; this page covers formation from scratch. Section 10A-9A-2.03(a)(1) requires all listed general partners to sign the initial certificate; subsection (b) permits an agent, including an attorney-in-fact, to sign.

Section 10A-9A-2.01(d) expressly allows the partnership agreement to be entered “either before, after, or at the time of filing” and to specify its effective date. Section 10A-9A-1.08(a) makes the agreement the first rule for partner relations and Chapter 9A the fallback where it does not speak. The agreement's timing is therefore separate from the public certificate's effective time.

Name and agent

Ala. Code § 10A-1-5.05(b) requires an ordinary LP designator and excludes the LLLP designator unless that status is elected. Under § 10A-1-5.03(a)-(b), a conflicting record name needs the incumbent's written consent and an undertaking to change the incumbent's name; § 10A-1-5.03(c) says entity-type words generally do not distinguish names. The registered agent and office in § 10A-1-5.31 must be serviceable at the same Alabama street address; the agent cannot perform solely through a virtual office or mail-forwarding service.

Fee, filing, and effect

Under Ala. Code § 10A-1-5.10(a)-(b), an LP first reserves its name and attaches the reservation certificate to its formation certificate. Section 10A-1-4.31(a)(1) charges $25 for that reservation and $200 for the formation certificate. Section 10A-1-4.01(a)(5) permits in-person, mail, courier, or electronic delivery and allows the filing officer to demand up to two exact or conformed copies for paper filing. Execution affirms the facts under § 10A-1-4.01(e).

Ala. Code § 10A-1-4.02(d) directs filing after substantial conformity and fee payment; § 10A-9A-2.01(b) makes the certificate's effective time the formation event. Section 10A-1-4.11 ordinarily uses the filing officer's actual receipt time, while § 10A-1-4.12 allows a specified later time or date no more than 90 days after delivery. Under § 10A-1-4.04, a certified filing copy or official certificate is prima facie evidence of its stated facts, rather than a guarantee of every assertion in the record.

Publication and immediate follow-up

The formation path in Ala. Code §§ 10A-9A-2.01, 10A-1-5.10, and 10A-1-4.02 specifies certificate delivery, a name-reservation attachment, payment, and filing effectiveness. It states no newspaper-publication, publication deadline, or proof-filing step for an ordinary LP's initial formation.

What trips people up

A name reservation is a required attachment. Ala. Code § 10A-1-5.10(b) says the reservation certificate “must attach” to the certificate of formation but does not become part of it. The $25 reservation charge is separate from the $200 formation charge under § 10A-1-4.31(a)(1).

LLLP status appears on the certificate. Ala. Code § 10A-9A-2.01(a)(5) asks whether the LP is a limited liability limited partnership. Section 10A-1-5.05(b)-(c) assigns different name designators to ordinary LPs and LLLPs; this page does not determine any partner's liability.

Common questions

Can someone sign for a general partner? Yes. Ala. Code § 10A-9A-2.03(b) permits an agent, including an attorney-in-fact, to sign a writing under Chapter 9A and says the power of attorney need not be delivered to the Secretary of State.

Does an accepted filing prove every statement is correct? No. Ala. Code § 10A-1-4.02(h) says filing is ministerial and creates no presumption that the record's information is correct. Section 10A-1-4.04 gives a certified record or official certificate prima facie evidentiary effect for the facts it states.

Statutes and sources

• Ala. Code § 10A-9A-1.08: Current official Alabama Code (accessed 2026-09-23).
• Ala. Code § 10A-9A-2.01: Current official Alabama Code (accessed 2026-09-23).
• Ala. Code § 10A-9A-2.03: Current official Alabama Code (accessed 2026-09-23).
• Ala. Code § 10A-1-4.01: Current official Alabama Code (accessed 2026-09-23).
• Ala. Code § 10A-1-4.02: Current official Alabama Code (accessed 2026-09-23).
• Ala. Code § 10A-1-4.04: Current official Alabama Code (accessed 2026-09-23).
• Ala. Code § 10A-1-4.11: Current official Alabama Code (accessed 2026-09-23).
• Ala. Code § 10A-1-4.12: Current official Alabama Code (accessed 2026-09-23).
• Ala. Code § 10A-1-4.31: Current official Alabama Code (accessed 2026-09-23).
• Ala. Code § 10A-1-5.03: Current official Alabama Code (accessed 2026-09-23).
• Ala. Code § 10A-1-5.05: Current official Alabama Code (accessed 2026-09-23).
• Ala. Code § 10A-1-5.10: Current official Alabama Code (accessed 2026-09-23).
• Ala. Code § 10A-1-5.31: Current official Alabama Code (accessed 2026-09-23).