Section 10-9B-101

Definitions.

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.

(Act 97-921, p. 335, 1st Ex. Sess., p. 335, § 1.)