Limited Partnership Interest Transfer and Assignee Admission in Alabama

At a glance

Requirements one by one

Transferable interest and rights

Section 10A-9A-1.02(14) defines the transferable interest as the partner’s right to distributions, and § 10A-9A-7.01 calls it the only transferable partner interest. Under § 10A-9A-7.02(a)–(d), the transferee receives the transferred distributions but no management or routine access to information; a dissolution accounting reaches transactions only from the dissolution date. Section 10A-9A-3.04(j) expressly excludes a person acting only as transferee from its information rights.

Admission

Under § 10A-9A-3.01(b), a person may be admitted after formation as the agreement provides or with the consent of all partners. Subsection (c) permits admission without acquiring a transferable interest or undertaking a contribution. A distribution transfer under § 10A-9A-7.02 does not itself confer that status.

What trips people up

Full transfers have dissociation exceptions. Section 10A-9A-7.02(e) generally preserves the transferor’s other partner rights and duties. But § 10A-9A-6.01(b)(3)(B) allows the other partners unanimously to expel a limited partner after transfer of the whole interest, except for a security transfer. Under § 10A-9A-6.01(b)(10), transfer of the entire remaining interest to another partner causes dissociation; subsection (b)(11) does the same for a transfer to a transferee when that transferee becomes a partner. Section 10A-9A-11.01(b)(3) preserves the pre-2010 dissociation regime for partnerships formed before 2010 unless the partners elect otherwise.

Notice controls recognition. Section 10A-9A-7.02(f) says the partnership need not give effect to transferee rights until it has notice. Subsection (c) allows a certificate of transferable interest and agreement-set transfer terms, but prohibits bearer certificates. Section 10A-9A-1.08(b)(4) permits specified consequences for agreement breaches, including a void or voidable transaction subject to statutory limits.

Admission can carry known obligations. Section 10A-9A-7.02(g) charges a transferee who voluntarily accepts partner admission with the transferor’s obligations under §§ 10A-9A-5.02 and 10A-9A-5.08 only to the extent known at acceptance. Those sections address contributions and improper distributions, respectively.

Common questions

Does the transfer itself dissolve the partnership? No. Section 10A-9A-7.02(a)(3) expressly says a transfer alone does not cause dissolution and winding up.

Can the partnership agreement change the default? Section 10A-9A-1.08(a) makes the agreement primary for partner relations and the chapter the fallback, subject to the limits in subsection (c).

Statutes and sources

• Ala. Code § 10A-9A-1.02: “As used in this chapter, unless the context otherwise requires, the following terms mean: (1) “CERTIFICATE OF FORMATION” with respect to a limited partnership means the certificate of formation required by Section 10A-9A-2.01, and the certificate of formation as amended or restated. (2) “DISTRIBUTION” except as otherwise provided in Section 10A-9A-5.08(f), means a transfer of money or other property from a limited partnership to another person on account of a transferable interest. (3) “FOREIGN LIMITED LIABILITY LIMITED PARTNERSHIP” means a foreign limited partnership whose general partners have limited liability for the obligations of the foreign limited partnership under a provision similar to Section 10A-9A-4.04(c). (4) “FOREIGN LIMITED PARTNERSHIP” means a partnership formed under the laws of a jurisdiction other than this state and required by those laws to have one or more general partners and one or more limited partners. The term includes a foreign limited liability limited partnership. (5) “GENERAL PARTNER” means: (A) with respect to a limited partnership, a person that: (i) is admitted as a general partner under Section 10A-9A-4.01; or (ii) was a general partner in a limited partnership when the limited partnership became subject to this chapter under Section 10A-9A-11.01(a); and (B) with respect to a foreign limited partnership, a person that has rights, powers, and obligations similar to those of a general partner in a limited partnership. (6) “LIMITED LIABILITY LIMITED PARTNERSHIP,” except in the phrase “foreign limited liability limited partnership,” means a limited partnership whose certificate of formation states that the limited partnership is a limited liability limited partnership. (7) “LIMITED PARTNER” means: (A) with respect to a limited partnership, a person that: (i) is admitted as a limited partner under Section 10A-9A-3.01; or (ii) was a limited partner in a limited partnership when the limited partnership became subject to this chapter under Section 10A-9A-11.01(a); and (B) with respect to a foreign limited partnership, a person that has rights, powers, and obligations similar to those of a limited partner in a limited partnership. (8) “LIMITED PARTNERSHIP,” except in the phrases “foreign limited partnership” and “foreign limited liability limited partnership,” means an entity, having one or more general partners and one or more limited partners, which is formed under this chapter by two or more persons or becomes subject to this chapter under Article 10 or Section 10A-9A-11.01(a). The term includes a limited liability limited partnership. (9) “PARTNER” means a limited partner or general partner. (10) “PARTNERSHIP AGREEMENT” means any agreement (whether referred to as a partnership agreement or otherwise), written, oral or implied, of the partners as to the activities and affairs of a limited partnership. The partnership agreement includes any amendments to the partnership agreement. (11) “PERSON DISSOCIATED AS A GENERAL PARTNER” means a person dissociated as a general partner of a limited partnership. (12) “REQUIRED INFORMATION” means the information that a limited partnership is required to maintain under Section 10A-9A-1.11. (13) “TRANSFER” means an assignment, conveyance, deed, bill of sale, lease, mortgage, security interest, encumbrance, gift, or transfer by operation of law. (14) “TRANSFERABLE INTEREST” means a partner’s right to receive distributions from a limited partnership. (15) “TRANSFEREE” means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a partner.” (official Alabama code; accessed October 2, 2026).
• Ala. Code § 10A-9A-1.08: “(a) Except as otherwise provided in subsections (b) and (c): (1) the partnership agreement governs relations among the partners as partners and between the partners and the partnership; and (2) to the extent the partnership agreement does not otherwise provide for a matter described in subsection (a)(1), this chapter governs the matter. (b)(1) To the extent that, at law or in equity, a partner or other person has duties, including fiduciary duties, to a limited partnership or to another partner or to another person that is a party to or is otherwise bound by a partnership agreement, the partner’s or other person’s duties may be expanded or restricted or eliminated by provisions in a written partnership agreement, but the implied contractual covenant of good faith and fair dealing may not be eliminated. (2) A written partnership agreement may provide for the limitation or elimination of any and all liabilities for breach of contract and breach of duties, including fiduciary duties, of a partner or other person to a limited partnership or to another partner or to another person that is a party to or is otherwise bound by a partnership agreement, but a partnership agreement may not limit or eliminate liability for any act or omission that constitutes a bad faith violation of the implied contractual covenant of good faith and fair dealing. (3) A partner or other person shall not be liable to a limited partnership or to another partner or to another person that is a party to or is otherwise bound by a partnership agreement for breach of fiduciary duty for the partner’s or other person’s good faith reliance on the partnership agreement. (4) A partnership agreement may provide any of the following: (A) a partner, dissociated partner, or transferee who fails to perform in accordance with, or to comply with the terms and conditions of, the partnership agreement shall be subject to specified penalties or specified consequences; (B) at the time or upon the happening of events specified in the partnership agreement, a partner, dissociated partner, or transferee may be subject to specified penalties or specified consequences; and (C) subject to Section 10A-9A-1.08(c), an act or transaction under the partnership agreement by the partnership, a partner, a dissociated partner, or a transferee is void or voidable. (5) A penalty or consequence that may be specified under paragraph (4) of this subsection may include and take the form of reducing or eliminating the defaulting partner’s or transferee’s proportionate interest in a limited partnership, subordinating the partner’s or transferee’s transferable interest to that of non-defaulting partners or transferees, forcing a sale of that transferable interest, forfeiting the defaulting partner’s or transferee’s transferable interest, the lending by other partners or transferees of the amount necessary to meet the defaulting partner’s or transferee’s commitment, a fixing of the value of the defaulting partner’s or transferee’s transferable interest by appraisal or by formula and redemption or sale of the transferable interest at that value, or other penalty or consequence. (6) A written partnership agreement may supersede, in whole or in part, the provisions of Division C and Division D of Article 3 of Chapter 1. (c) A partnership agreement may not: (1) vary the nature of the limited partnership as a separate legal entity under Section 10A-9A-1.04(a); (2) vary a limited partnership’s power under Section 10A-9A-1.05 to sue, be sued, and defend in its own name; (3) vary the law applicable to a limited partnership under Section 10A-9A-1.06; (4) restrict rights under this chapter of a person other than a partner, a dissociated partner, or a transferee; (5) vary the requirements of Section 10A-9A-2.03; (6) vary the information required under Section 10A-9A-1.11 or unreasonably restrict the right to information under Sections 10A-9A-3.04 or 10A-9A-4.07, but the partnership agreement may impose reasonable restrictions on the availability and use of information obtained under those sections and may define appropriate remedies, including liquidated damages, for a breach of any reasonable restriction on use; (7) vary the power of the court under Section 10A-9A-2.04; (8) eliminate the implied contractual covenant of good faith and fair dealing as provided under Section 10A-9A-1.08(b)(1); (9) eliminate or limit the liability of a partner or other person for any act or omission that constitutes a bad faith violation of the implied contractual covenant of good faith and fair dealing as provided under Section 10A-9A-1.08(b)(2); (10) waive the requirements of Section 10A-9A-5.02(e); (11) reduce the limitations period specified under Section 10A-9A-5.08(d) for an action commenced under other applicable law; (12) waive the prohibition on issuance of a certificate of a transferable interest in bearer form under Section 10A-9A-7.02(c); (13) vary the power of a person to dissociate as a general partner under Section 10A-9A-6.04(a) except that the partnership agreement may require that the notice under Section 10A-9A-6.03(1) be in a writing or in a specific form thereof; (14) vary the power of a court to decree dissolution in the circumstances specified in Section 10A-9A-8.01(f); (15) vary the requirement to wind up the partnership’s activities and affairs as specified in Section 10A-9A-8.02; or (16) vary the rights of a partner under Section 10A-9A-10.10; or (17) vary the provisions of Section 10A-9A-1.15(c), (d), or (e).” (official Alabama code; accessed October 2, 2026).
• Ala. Code § 10A-9A-3.01: “(a) The initial limited partner or limited partners of a limited partnership are admitted as a limited partner or limited partners upon the formation of the limited partnership. (b) After formation, a person is admitted as a limited partner of the limited partnership: (1) as provided in the partnership agreement; (2) as the result of a transaction effective under Article 10 of this chapter or Article 8 of Chapter 1; (3) with the consent of all the partners; or (4) as provided in Section 10A-9A-8.01(d) or (e). (c) A person may be admitted as a limited partner without: (1) acquiring a transferable interest; or (2) making or being obligated to make a contribution to the limited partnership.” (official Alabama code; accessed October 2, 2026).
• Ala. Code § 10A-9A-3.04: “(a) Subject to subsection (g), on 10 days’ demand, made in a writing received by the limited partnership, a limited partner may, for a proper purpose, inspect and copy the information required to be maintained under Section 10A-9A-1.11 during regular business hours and at a reasonable location specified by the limited partnership. (b) Subject to subsection (g), during regular business hours and at a reasonable location specified by the limited partnership, a limited partner may, for a proper purpose, obtain from the limited partnership and inspect and copy true and full information regarding the state of the activities and affairs and financial condition of the limited partnership and other information regarding the activities and affairs of the limited partnership if: (1) the limited partner seeks the information for a proper purpose directly related to the partner’s interest as a limited partner; (2) the limited partner makes a demand in a writing received by the limited partnership, describing with reasonable particularity the information sought and the stated purpose for seeking the information; and (3) the information sought is directly connected to the limited partner’s stated purpose. (c) Within 10 days after receiving a demand pursuant to subsection (b), the limited partnership in a writing shall inform the limited partner that made the demand: (1) what information the limited partnership will provide in response to the demand; (2) when and where the limited partnership will provide the information; (3) if the limited partnership declines to provide any demanded information, the limited partnership’s reasons for declining; and (4) what, if any, restrictions will be imposed pursuant to the partnership agreement or subsection (g). (d) Subject to subsections (f) and (g), a person dissociated as a limited partner may, for a proper purpose, inspect and copy the information required to be maintained under Section 10A-9A-1.11 during regular business hours and at a reasonable location specified by the limited partnership if: (1) the required information pertains to the period during which the person was a limited partner; (2) the person seeks the required information in good faith and for a proper purpose; and (3) the person meets the requirements of subsection (b). (e) The limited partnership shall respond to a demand made pursuant to subsection (d) in the same manner as provided in subsection (c). (f) If a limited partner dies, Section 10A-9A-7.04 applies. (g) In addition to any restriction or condition stated in its limited partnership agreement, a limited partnership, as a matter within the ordinary course of its activities and affairs, may: (1) impose reasonable restrictions and conditions on access to and use of information to be furnished under this section, including designating information confidential and imposing nondisclosure and safeguarding obligations on the recipient; (2) keep confidential from the partners and any other person, for such period of time as the limited partnership deems reasonable, any information that the limited partnership reasonably believes to be in the nature of trade secrets or other information that disclosure of which the limited partnership in good faith believes is not in the best interest of the limited partnership or could damage the limited partnership or its activities and affairs, or that the limited partnership is required by law or by agreement with a third party to keep confidential; and (3) redact portions of the records to be inspected and copied to the extent the portions so redacted are not directly related to the limited partner’s or other person’s purpose. In a dispute concerning the reasonableness of a restriction under this subsection, the limited partnership has the burden of proving reasonableness. (h) A limited partnership may charge a person that makes a demand under this section the reasonable costs of copying, limited to the costs of labor and material. (i) A limited partner or person dissociated as a limited partner may exercise the rights under this section through an attorney or other agent. Any restriction imposed under subsection (g) or by the partnership agreement applies both to the attorney or other agent and to the limited partner or person dissociated as a limited partner. If the demanding person’s agent or attorney is to inspect and copy the books and records of the limited partnership, the demand shall be accompanied by a power of attorney or other writing which authorizes the agent or attorney to so act on behalf of the demanding person. (j) The rights stated in this section do not extend to a person as transferee, but may be exercised by the legal representative of an individual under legal disability who is a limited partner or person dissociated as a limited partner. (k) The rights under this section may be denied by the limited partnership if the limited partnership determines that the demanding person has within two years preceding his, her, or its demand improperly used any information secured through any prior examination of the records of the limited partnership. (l) For purposes of this section, a proper purpose shall mean a purpose directly related to the limited partner or dissociated limited partner’s interest as a limited partner or dissociated limited partner, as the case may be; provided, however, that a demand shall not be for a proper purpose if the limited partnership reasonably determines that the demand is in connection with: (1) an active or pending derivative proceeding in the right of the limited partnership under Article 9 of this chapter that is or is expected to be instituted or maintained by the limited partner or the limited partner’s affiliate; or (2) an active or pending civil lawsuit to which the limited partnership, or its affiliate, and the limited partner or dissociated limited partner, or the affiliate thereof, are, or are expected to be, adversarial named parties. (m) If a limited partnership does not within a reasonable time allow a person who complies with the requirements of this section to inspect and copy the records required by this section, the person who complies with this section may apply to the designated court, and if none, the circuit court for the county in which the limited partnership’s principal office is located in this state, and if none in this state, the circuit court for the county in which the limited partnership’s most recent registered office is located for an order to permit inspection and copying of the records demanded. The court shall dispose of an application under this subsection on an expedited basis. If the court orders inspection and copying of the records demanded under this section, it may impose reasonable restrictions on their confidentiality, use, or distribution by the demanding person and the court shall also order the limited partnership to pay the demanding person’s expenses incurred to obtain the order unless the limited partnership establishes that the limited partnership refused inspection in good faith because the limited partnership had: (1) a reasonable basis for doubt about the right of the demanding person to inspect the records demanded; or (2) required reasonable restrictions on the confidentiality, use, or distribution of the records demanded to which the demanding person had been unwilling to agree. If the limited partnership has declined to deliver or make available the records because the demanding person had been unwilling to agree to restrictions proposed by the limited partnership on the confidentiality, use, or distribution of the records, the limited partnership shall have the burden of demonstrating that the restrictions proposed by the limited partnership were reasonable.” (official Alabama code; accessed October 2, 2026).
• Ala. Code § 10A-9A-5.02: “(a) A partner’s obligation to make a contribution to a limited partnership is not excused by the partner’s death, disability, or other inability to perform personally. (b) If a partner does not make a contribution required by an enforceable promise, the partner or the partner’s estate is obligated, at the election of the limited partnership, to contribute money equal to the value of the portion of the contribution that has not been made. The foregoing election shall be in addition to, and not in lieu of, any other rights, including the right to specific performance, that the limited partnership may have under the partnership agreement or applicable law. (c) The obligation of a partner to make a contribution to a limited partnership may be compromised only by consent of all partners. A conditional obligation of a partner to make a contribution to a limited partnership may not be enforced unless the conditions of the obligation have been satisfied or waived as to or by that partner. Conditional obligations include contributions payable upon a discretionary call of a limited partnership before the time the call occurs. (d) A creditor of a limited partnership which extends credit or otherwise acts in reliance on an obligation described in subsection (a), without notice of any compromise under this subsection, may enforce the original obligation. (e) A promise by a partner to make a contribution to a limited partnership is not enforceable unless set forth in a writing signed by the partner.” (official Alabama code; accessed October 2, 2026).
• Ala. Code § 10A-9A-5.08: “(a) A limited partnership shall not make a distribution to a partner to the extent that at the time of the distribution, after giving effect to the distribution, all liabilities of the limited partnership, other than liabilities to partners on account of their transferable interests and liabilities for which the recourse of creditors is limited to specific property of the limited partnership, exceed the fair value of the assets of the limited partnership, except that the fair value of the property that is subject to a liability for which recourse of creditors is limited shall be included in the assets of the limited liability partnership only to the extent that the fair value of the property exceeds that liability. (b) A general partner who consents to a distribution in violation of subsection (a) or the partnership agreement, and who knew at the time of the distribution that the distribution violated subsection (a) or the partnership agreement, shall be liable to the limited partnership for the amount of that distribution. (c) A limited partner who receives a distribution in violation of subsection (a) or the partnership agreement, and who knew at the time of the distribution that the distribution violated subsection (a) or the partnership agreement, shall be liable to the limited partnership for the amount of the distribution received by that partner. A limited partner who receives a distribution in violation of subsection (a) or the partnership agreement, and who did not know at the time of the distribution that the distribution violated subsection (a) or the partnership agreement, shall not be liable for the amount of the distribution received by that partner. (d) Except as provided in subsection (e), this section shall not affect any obligation or liability of a partner under other applicable law for the amount of a distribution. (e) An action under this section or other applicable law is barred if not commenced within two years after the distribution. (f) For purposes of subsection (a), “distribution” does not include amounts constituting reasonable compensation for present or past services or reasonable payments made in the ordinary course of the limited partnership’s activities and affairs under a bona fide retirement plan or other benefits program. (g) This section shall not apply to distributions made in accordance with Section 10A-9A-8.09.” (official Alabama code; accessed October 2, 2026).
• Ala. Code § 10A-9A-6.01: “(a) A person does not have a right to dissociate as a limited partner before the dissolution and winding up of the limited partnership. (b) A person is dissociated from a limited partnership as a limited partner upon the occurrence of any of the following events: (1) an event stated in the partnership agreement as causing the person’s dissociation as a limited partner; (2) the person is expelled as a limited partner pursuant to the partnership agreement; (3) the person is expelled as a limited partner by the unanimous consent of the other partners if: (A) it is unlawful to carry on the limited partnership’s activities and affairs with the person as a limited partner; (B) there has been a transfer of all of the person’s transferable interest in the limited partnership, other than a transfer for security purposes; (C) the person is an organization and, within 90 days after the limited partnership notifies the person that it will be expelled as a limited partner because it has filed a statement of dissolution or the equivalent, or its right to conduct activities and affairs has been suspended by its jurisdiction of formation, the statement of dissolution or the equivalent has not been revoked or its right to conduct activities and affairs has not been reinstated; or (D) the person is an organization and, within 90 days after the limited partnership notifies the person that it will be expelled as a limited partner because the person has been dissolved and its activities and affairs are being wound up, the organization has not been reinstated or the dissolution and winding up have not been revoked or cancelled; (4) on application by the limited partnership, the person is expelled as a limited partner by judicial order because the person: (A) has engaged, or is engaging, in wrongful conduct that has adversely and materially affected, or will adversely and materially affect, the limited partnership’s activities and affairs; (B) has willfully or persistently committed, or is willfully or persistently committing, a material breach of the partnership agreement or the person’s duty or obligation under this chapter or other applicable law; or (C) has engaged, or is engaging, in conduct relating to the activities and affairs of the limited partnership that makes it not reasonably practicable to carry on the activities and affairs with the person as limited partner; (5) in the case of a person who is an individual, the person dies, there is appointed a guardian or general conservator for the person or there is a judicial determination that the person has otherwise become incapable of performing the person’s duties as a limited partner under this chapter or the partnership agreement; (6) the person becomes a debtor in bankruptcy, executes an assignment for the benefit of creditors, or seeks, consents, or acquiesces to the appointment of a trustee, receiver, or liquidator of the person or of all or substantially all of the person’s property, but this subsection (6) shall not apply to a person who is the sole remaining limited partner of the limited partnership; (7) in the case of a person that is a trust or is acting as a limited partner by virtue of being a trustee of a trust, the trust’s entire transferable interest in the limited partnership is distributed, but not solely by reason of the substitution of a successor trustee; (8) in the case of a person that is an estate or is acting as a limited partner by virtue of being a personal representative of an estate, the estate’s entire transferable interest in the limited partnership is distributed, but not solely by reason of the substitution of a successor personal representative; (9) in the case of a person that is not an individual, the legal existence of the person otherwise terminates; (10) the transfer of a limited partner’s entire remaining transferable interest to another partner; (11) the transfer of a limited partner’s entire remaining transferable interest to a transferee upon the transferee’s becoming a partner; or (12) the limited partnership’s participation in a conversion or merger under Article 10 of this chapter or Article 8 of Chapter 1 if the limited partnership: (A) is not the converted or surviving entity; or (B) is the converted or surviving entity but, as a result of the conversion or merger, the person ceases to be a limited partner.” (official Alabama code; accessed October 2, 2026).
• Ala. Code § 10A-9A-7.01: “The only interest of a partner which is transferable is the partner’s transferable interest. A transferable interest is personal property.” (official Alabama code; accessed October 2, 2026).
• Ala. Code § 10A-9A-7.02: “(a) A transfer, in whole or in part, of a partner’s transferable interest: (1) is permissible; (2) does not by itself cause the partner’s dissociation; (3) does not by itself cause a dissolution and winding up of the limited partnership; and (4) subject to Section 10A-9A-7.04, does not entitle the transferee to: (A) participate in the management or conduct of the limited partnership’s activities and affairs; or (B) except as otherwise provided in subsection (d), have access to required information, records, or other information concerning the partnership’s activities and affairs. (b) A transferee has the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled. (c) A transferable interest may be evidenced by a certificate of transferable interest issued by the limited partnership. A partnership agreement may provide for the transfer of the transferable interest represented by the certificate and make other provisions with respect to the certificate. No certificate of transferable interest shall be issued in bearer form. (d) In a dissolution and winding up, a transferee is entitled to an account of the limited partnership’s transactions only from the date of dissolution. (e) Except as otherwise provided in Sections 10A-9A-6.01(b)(3), 10A-9A-6.01(b)(10), 10A-9A-6.01(b)(11), 10A-9A-6.03(4)(B), 10A-9A-6.03(11), and 10A-9A-6.03(12) when a partner transfers a transferable interest, the transferor retains the rights of a partner other than the right to distributions transferred and retains all duties and obligations of a partner. (f) A limited partnership need not give effect to a transferee’s rights under this section until the limited partnership has notice of the transfer. (g) When a partner transfers a transferable interest to a person that is admitted as a partner with respect to the transferred interest, the transferee is liable for the partner’s obligations under Sections 10A-9A-5.02 and 10A-9A-5.08 to the extent that the obligations are known to the transferee when the transferee voluntarily accepts admission as a partner. (h) Notwithstanding anything in Title 43 to the contrary, a partnership agreement may provide that a transferable interest may or shall be transferred in whole or in part, with or without consideration, to one or more persons at the death of the holder of the transferable interest. Any transferable interest transferred pursuant to this subsection shall be subject to any outstanding charging order under Section 10A-9A-7.03. This subsection does not limit the rights of creditors of holders of transferable interests against transferees under this chapter or other laws of this state.” (official Alabama code; accessed October 2, 2026).
• Ala. Code § 10A-9A-11.01: “(a) Beginning January 1, 2017, this chapter governs all limited partnerships and all foreign limited partnerships. (b) With respect to a limited partnership formed before January 1, 2010, the following rules apply except as the partners otherwise elect in the manner provided in the partnership agreement or by law for amending the partnership agreement: (1) Section 10A-1-3.03 does not apply and the limited partnership has whatever duration it had under the law applicable immediately before January 1, 2010. (2) The limited partnership is not required to amend its certificate of formation to comply with Section 10A-9A-2.01(a)(5); but once amended or restated, the certificate of formation must comply with Section 10A-9A-2.01(a)(5). (3) Sections 10A-9A-6.01 and 10A-9A-6.02 do not apply and a limited partner has the same right and power to dissociate from the limited partnership, with the same consequences, as existed immediately before January 1, 2010. (4) Section 10A-9A-6.03(4) does not apply. (5) Section 10A-9A-6.03(5) does not apply and a court has the same power to expel a general partner as the court had immediately before January 1, 2010. (6) Section 10A-9A-8.01(c) does not apply and the connection between a person’s dissociation as a general partner and the dissolution of the limited partnership is the same as existed immediately before January 1, 2010. (c) With respect to limited partnerships formed before January 1, 2017: (1) the limited partnership’s formation document, whether a certificate of limited partnership or a certificate of formation is deemed to be the limited partnership’s certificate of formation; and (2) the limited partnership’s partnership agreement is deemed the limited partnership’s partnership agreement. (d) With respect to a limited partnership formed before October 1, 1998, the term “partnership agreement” as defined in Section 10A-9A-1.02(10), includes the certificate of partnership.” (official Alabama code; accessed October 2, 2026).