Alabama § 10A-8A-2.02 - Statement of Partnership; Statement of Not for Profit Partnership.

§ 10A-8A-2.02. Statement of Partnership; Statement of Not for Profit Partnership.

(a) A partnership other than a partnership that has an effective statement of not for profit partnership or an effective statement of limited liability partnership on file with the Secretary of State may deliver to the Secretary of State for filing a statement of partnership for the purpose of having its partnership agreement governed by the laws of this state in accordance with Section 10A-8A-1.06(d) and providing notice of its existence in accordance with Section 10A-8A-1.03(d)(1). A statement of partnership must contain all of the following:

(1) the name of the partnership which name must comply with Article 5 of Chapter 1;

(2) a statement that the partnership is governed by this chapter;

(3) the street and mailing address of its principal office;

(4) the street and mailing address of a registered office and the name of the registered agent at that office for service of process in this state which the partnership shall be required to maintain;

(5) a statement that the partnership was formed for the purpose of carrying on a for profit business;

(6) a statement that the partnership has two or more partners; and

(7) a statement that the partnership agreement is governed by the laws of this state, and if the partnership agreement is a written partnership agreement, a declaration that the written partnership agreement has a provision stating that the partnership agreement is governed by the laws of this state.

(b) A partnership other than a partnership that has an effective statement of partnership or an effective statement of limited liability partnership on file with the Secretary of State may deliver to the Secretary of State for filing a statement of not for profit partnership for the purpose of setting forth the partners’ intention to form a partnership to carry on a not for profit activity in accordance with Section 10A-8A-2.01(a)(2), having its partnership agreement governed by the laws of this state in accordance with Section 10A-8A-1.06(d), and providing notice of its existence in accordance with Section 10A-8A-1.03(d)(2). A statement of not for profit partnership must contain all of the following:

(1) the name of the partnership which name must comply with Article 5 of Chapter 1;

(2) the date that the partnership was formed pursuant to, or became governed by, the laws of this state;

(3) the street and mailing address of its principal office;

(4) the street and mailing address of a registered office and the name of the registered agent at that office for service of process in this state which the partnership shall be required to maintain;

(5) a statement that the partnership was formed for the purpose of carrying on a not for profit activity in accordance with Section 10A-8A-2.01(a)(2);

(6) a statement that the partnership has two or more partners; and

(7) a statement that the partnership agreement is governed by the laws of this state, and if the partnership agreement is a written partnership agreement, a declaration that the written partnership agreement has a provision stating that the partnership agreement is governed by the laws of this state.

(c) A statement of partnership and a statement of not for profit partnership may be amended or restated from time to time in accordance with Section 10A-1-4.26.

(d) A statement of partnership and a statement of not for profit partnership shall be executed by two or more partners authorized to execute the statement of partnership or statement of not for profit partnership.

(e) A statement of partnership and a statement of not for profit partnership shall be accompanied by a fee for the Secretary of State in the amount prescribed by Section 10A-1-4.31.

(f) If a partnership complies with this section, the Secretary of State shall file the statement of partnership or the statement of not for profit partnership, as applicable.

(g) A statement of partnership or a statement of not for profit partnership, as applicable, takes effect as determined under Article 4 of Chapter 1.

(h) A partnership that has filed a statement of partnership is for all purposes the same entity that existed before the statement of partnership was filed and continues to be a partnership under the laws of this state.

(i) A statement of partnership and a statement of not for profit partnership are filing instruments for the purposes of Chapter 1.