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Alabama · Through Act 2026-611

Ala. Code § 10A-9A-6.02: Effect of Dissociation as Limited Partner.

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Where this section sits in the code
  1. Title 10A Alabama Business and Nonprofit Entities Code.
  2. Chapter 9A Alabama Limited Partnership Law.
  3. Article 6 Dissociation.

(a) Upon a person’s dissociation as a limited partner:

(1) subject to Section 10A-9A-7.04, the person does not have further rights as a limited partner;

(2) the person’s implied contractual covenant of good faith and fair dealing as a limited partner under Section 10A-9A-3.05(b) continues only as to matters arising and events occurring before the dissociation; and

(3) subject to Section 10A-9A-7.04, and Article 10 of this chapter and Article 8 of Chapter 1, any transferable interest owned by the person in the person’s capacity as a limited partner immediately before dissociation is owned by the person immediately after dissociation as a mere transferee.

(b) A person’s dissociation as a limited partner does not of itself discharge the person from any duty, debt, obligation, or liability to the limited partnership or the other partners that the person incurred while a limited partner.

Collected 2026-09-03T14:01:53Z. Source file · JSON

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