Section 10-8A-101

Definitions.

In this chapter:

(1) "Business" includes every trade, occupation, and profession.

(2) "Debtor in bankruptcy" means a person who is the subject of:

(i) an order for relief under Title 11 of the United States Code or a comparable order under a successor statute of general application; or

(ii) a comparable order under federal, state, or foreign law governing insolvency.

(3) "Distribution" means a transfer of money or other property from a partnership to a partner in the partner's capacity as a partner or to the partner's transferee.

(4) "Foreign registered limited liability partnership" means a partnership formed pursuant to a partnership agreement governed by the laws of any state or jurisdiction other than this state and registered as a registered limited liability partnership or a limited liability partnership or a partnership in which no partner is personally liable for such partnership's debts, obligations, or liabilities, under the laws of such state or jurisdiction.

(5) "Partnership" means an association of two or more persons to carry on as co-owners a business for profit formed under Section 10-8A-202, predecessor law, or comparable law of another jurisdiction, and includes, for all purposes of the laws of this state, a registered limited liability partnership.

(6) "Partnership agreement" means the agreement, written or oral, among the partners concerning the partnership, including amendments to the partnership agreement.

(7) "Partnership at will" means a partnership in which the partners have not agreed to remain partners until the expiration of a definite term or the completion of a particular undertaking.

(8) "Partnership interest" or "partner's interest in the partnership" means all of a partner's interests in the partnership, including the partner's transferable interest and all management and other rights.

(9) "Person" means an individual, corporation, business trust, estate, trust, partnership, limited partnership, limited liability company, association, joint venture, government, governmental subdivision, agency, or instrumentality, or any other legal or commercial entity. "Person" also includes fiduciaries permitted to participate in partnerships pursuant to Sections 19-3-150 through 19-3-152, as amended from time to time.

(10) "Property" means all property, real, personal, or mixed, tangible or intangible, or any interest therein.

(11) "Qualified Foreign Registered Limited Liability Partnership" means a foreign registered limited liability partnership registered under Section 10-8A-1006.

(12) "Registered limited liability partnership" means a partnership formed pursuant to a partnership agreement governed by the laws of this state, registered under Section 10-8A-1001.

(13) "Secretary of State" means the Secretary of State of the State of Alabama.

(14) "State" means a state of the United States, the District of Columbia, the Commonwealth of Puerto Rico, or any territory or insular possession subject to the jurisdiction of the United States.

(15) "Statement" means a statement of partnership authority under Section 10-8A-303, a statement of denial under Section 10-8A-304, a statement of dissociation under Section 10-8A-704, a statement of dissolution under Section 10-8A-805, a statement of merger under Section 10-8A-907, a registration as a registered limited liability partnership, or an annual notice thereof, under Section 10-8A-1001, a registration as a qualified foreign registered limited liability partnership, or an annual notice thereof, under Section 10-8A-1006, a statement of cancellation as a registered limited liability partnership under Section 10-8A-1005, a statement of cancellation as a qualified registered limited liability partnership under Section 10-8A-1007, or an amendment or cancellation of any of the foregoing.

(16) "Transfer" includes an assignment, conveyance, lease, mortgage, deed, and encumbrance.

(Acts 1996, No. 96-528, p. 685, §1.)