{"data":{"id":"us-al/ala.-code-10a-9a-10.12","jurisdiction":"us-al","citation":"Ala. Code § 10A-9A-10.12","heading":"Power of General Partners and Persons Dissociated as General Partners to Bind Organization After Conversion or Merger.","body":"(a) An act of a person that immediately before a conversion or merger became effective was a general partner in a converting or constituent limited partnership binds the converted or surviving organization after the conversion or merger becomes effective, if:\n(1) before the conversion or merger became effective, the act would have bound the converting or constituent limited partnership under Section 10A-9A-4.02; and\n(2) at the time the third party enters into the transaction, the third party:\n(A) does not have notice of the conversion or merger; and\n(B) reasonably believes that the converted or surviving business is the converting or constituent limited partnership and that the person is a general partner in the converting or constituent limited partnership.\n(b) An act of a person that before a conversion or merger became effective was dissociated as a general partner from a converting or constituent limited partnership binds the converted or surviving organization after the conversion or merger becomes effective, if:\n(1) before the conversion or merger became effective, the act would have bound the converting or constituent limited partnership under Section 10A-9A-4.02 if the person had been a general partner; and\n(2) at the time the third party enters into the transaction, the third party:\n(A) does not have notice of the dissociation;\n(B) does not have notice of the conversion or merger; and\n(C) reasonably believes that the converted or surviving organization is the converting or constituent limited partnership and that the person is a general partner in the converting or constituent limited partnership.\n(c) If a person having knowledge of the conversion or merger causes a converted or surviving organization to incur an obligation under subsection (a) or (b), the person is liable:\n(1) to the converted or surviving organization for any damage caused to the organization arising from the obligation; and\n(2) if another person is liable for the obligation, to that other person for any damage caused to that other person arising from the liability.","path":["Title 10A Alabama Business and Nonprofit Entities Code.","Chapter 9A Alabama Limited Partnership Law.","Article 10 Conversions and Mergers."],"source_url":"https://alison.legislature.state.al.us/code-of-alabama?section=10A-9A-10.12","current_through":"Act 2026-611","vintage":"","retrieved_at":"2026-09-03T14:01:53Z","sha256":"f96d85d520bae3352a12a7079ba04733ee5f417153588808471d060a3510cfe3","source_id":"us-al","stale":false,"prev":"us-al/ala.-code-10a-9a-10.11","next":"us-al/ala.-code-10a-9a-10.13"},"notice":"GroundRules: Original legal text. Not legal advice."}