{"data":{"id":"us-al/ala.-code-10a-9a-8.02","jurisdiction":"us-al","citation":"Ala. Code § 10A-9A-8.02","heading":"Effect of Dissolution.","body":"(a) A dissolved limited partnership continues its existence as a limited partnership but may not carry on any activities and affairs except as is appropriate to wind up and liquidate its activities and affairs, including:\n(1) collecting its assets;\n(2) disposing of its properties that will not be distributed in kind to persons owning transferable interests;\n(3) discharging or making provisions for discharging its liabilities;\n(4) distributing its remaining property in accordance with Section 10A-9A-8.09; and\n(5) doing every other act necessary to wind up and liquidate its activities and affairs.\n(b) In winding up its activities and affairs, a limited partnership may:\n(1) deliver for filing a statement of dissolution to the Secretary of State setting forth:\n(A) The name of the limited partnership;\n(B) The unique identifying number or other designation as assigned by the Secretary of State;\n(C) That the limited partnership has dissolved;\n(D) The name and street mailing address of the general partner who will be winding up the affairs of the limited partnership pursuant to Section 10A-9A-8.03(a), and if none, the name and street address of the person appointed pursuant to Section 10A-9A-8.03(b) or (c) to wind up the activities and affairs of the limited partnership; and\n(E) Any other information the limited partnership deems appropriate;\n(2) preserve the limited partnership’s activities and affairs and property as a going concern for a reasonable time;\n(3) prosecute, defend, or settle actions or proceedings, whether civil, criminal, or administrative;\n(4) transfer the limited partnership’s assets;\n(5) resolve disputes by mediation or arbitration; and\n(6) merge or convert in accordance with Article 10 of this chapter or Article 8 of Chapter 1.\n(c) The dissolution of a limited partnership does not:\n(1) transfer title to the limited partnership’s property;\n(2) prevent the commencement of a proceeding by or against the limited partnership in its limited partnership name;\n(3) terminate, abate, or suspend a proceeding pending by or against the limited partnership on the effective date of dissolution;\n(4) terminate the authority of its registered agent; or\n(5) abate, suspend, or otherwise alter the application of Sections 10A-9A-3.03 and 10A-9A-4.04(b) and (c).\n(d) A statement of dissolution shall be deemed to be a filing instrument under Chapter 1.","path":["Title 10A Alabama Business and Nonprofit Entities Code.","Chapter 9A Alabama Limited Partnership Law.","Article 8 Dissolution and Winding Up."],"source_url":"https://alison.legislature.state.al.us/code-of-alabama?section=10A-9A-8.02","current_through":"Act 2026-611","vintage":"","retrieved_at":"2026-09-03T14:01:53Z","sha256":"06c06e6011cc4c3df628740cc30dcfcde8405e28cc2a20fb77171f966064ad92","source_id":"us-al","stale":false,"prev":"us-al/ala.-code-10a-9a-8.01","next":"us-al/ala.-code-10a-9a-8.03"},"notice":"GroundRules: Original legal text. Not legal advice."}