Section 10A-8A-8.02 - Effect of dissolution(a) A dissolved partnership continues its existence as a partnership but may not carry on any business or not for profit activity except as is appropriate to wind up and liquidate its business or not for profit activity, including: (1) collecting its assets;(2) disposing of its properties that will not be distributed in kind to persons owning transferable interests;(3) discharging or making provisions for discharging its liabilities;(4) distributing its remaining property in accordance with Section 10A-8A-8.09; and(5) doing every other act necessary to wind up and liquidate its business or not for profit activity.(b) In winding up its business or not for profit activity, a partnership may: (1) deliver to the Secretary of State for filing a statement of dissolution setting forth:(A) The name of the partnership;(B) If the partnership has filed a statement of partnership, a statement of not for profit partnership, a statement of authority, or a statement of limited liability partnership, the unique identifying number or other designation as assigned by the Secretary of State;(C) That the partnership has dissolved;(D) The name, street address, and mailing address of the partner who will be winding up the business or not for profit activity of the partnership pursuant to Section 10A-8A-8.03(a), and if none, the name, street address, and mailing address of the person appointed pursuant to Section 10A-8A-8.03(b) or (c) to wind up the business or not for profit activity of the partnership;(E) If the partnership has filed a statement of partnership, a statement of not for profit partnership, or a statement of limited liability partnership, the name, street address, and mailing address of the partnership's registered agent; and(F) Any other information the partnership deems appropriate;(2) preserve the partnership's business or not for profit activity as a going concern for a reasonable time;(3) prosecute, defend, or settle actions or proceedings, whether civil, criminal, or administrative;(4) transfer the partnership's assets;(5) resolve disputes by mediation or arbitration; and(6) merge or convert in accordance with Article 9 of this chapter or Article 8 of Chapter 1.(c) The dissolution of a partnership does not: (1) transfer title to the partnership's property;(2) prevent the commencement of a proceeding by or against the partnership in its partnership name;(3) terminate, abate, or suspend a proceeding pending by or against the partnership on the effective date of dissolution;(4) terminate the authority of its registered agent; or(5) abate, suspend, or otherwise alter the application of Section 10A-8A-3.06.(d) A statement of dissolution is a filing instrument under Chapter 1.Ala. Code § 10A-8A-8.02 (1975)
Amended by Act 2021-299,§ 5, eff. 1/1/2022.Amended by Act 2020-73,§ 10, eff. 1/1/2021.Added by Act 2018-125,§ 7, eff. 1/1/2019.