As used in this chapter, unless the context otherwise requires, the following terms mean:
- (1) BUSINESS includes every trade, occupation, and profession for profit.
- (2) DISQUALIFIED PERSON means any person who is not a qualified person.
- (3) DISTRIBUTION except as otherwise provided in Section 10A-8A-4.09(f), means a transfer of money or other property from a partnership to another person on account of a transferable interest.
- (4) FOREIGN LIMITED LIABILITY PARTNERSHIP means a foreign partnership whose partners have limited liability for the debts, obligations, or other liabilities of the foreign partnership under a provision similar to Section 10A-8A-3.06(c).
- (5) FOREIGN PARTNERSHIP means a partnership governed by the laws of a jurisdiction other than this state which would be a partnership if governed by the laws of this state. The term includes a foreign limited liability partnership.
- (6) LIMITED LIABILITY PARTNERSHIP, except in the phrase “foreign limited liability partnership”, means a partnership that has filed a statement of limited liability partnership under Section 10A-8A-10.01, and does not have a similar statement in effect in any other jurisdiction.
- (7) NOT FOR PROFIT ACTIVITY includes every undertaking not for profit.
(8) PARTNER means a person that:
- (A) has become a partner in a partnership under Section 10A-8A-4.02 or was a partner in a partnership when the partnership became subject to this chapter; and
- (B) has not dissociated as a partner under Section 10A-8A-6.01.
- (9) PARTNERSHIP means an entity that is formed under this chapter or that is governed by this chapter. The term includes, for all purposes of the laws of this state, a limited liability partnership.
- (10) PARTNERSHIP AGREEMENT means any agreement (whether referred to as a partnership agreement or otherwise), written, oral or implied, of the partners as to the business or not for profit activity of a partnership. The partnership agreement includes any amendments to the partnership agreement.
- (11) PARTNERSHIP AT WILL means a partnership in which the partners have not agreed to remain partners until the expiration of a definite term or the completion of a particular undertaking.
- (12) PERSON DISSOCIATED AS A PARTNER means a person dissociated as a partner of a partnership.
- (13) QUALIFIED PERSON, with respect to a partnership rendering professional services in this state, means a person authorized by this state or a regulatory authority of this state to own a transferable interest in that partnership.
- (14) REQUIRED INFORMATION means the information that a partnership is required to maintain under Section 10A-8A-1.11.
- (15) STATEMENT means a statement of partnership under Section 10A-8A-2.02, a statement of not for profit partnership under Section 10A-8A-2.02, a statement of authority under Section 10A-8A-3.03, a statement of denial under Section 10A-8A-3.04, a statement of dissociation under Section 10A-8A-7.04, a statement of dissolution under Section 10A-8A-8.02 or under Section 10A-8A-8.03, a certificate of reinstatement under Section 10A-8A-8.11, a statement of limited liability partnership under Section 10A-8A-10.01, a statement of cancellation under Section 10A-8A-10.01, or any other document required or permitted to be delivered to the Secretary of State for filing under this chapter, or an amendment or cancellation of any of the foregoing.
- (16) TRANSFER means an assignment, conveyance, deed, bill of sale, lease, mortgage, security interest, encumbrance, gift, or transfer by operation of law.
- (17) TRANSFERABLE INTEREST means a partner’s right to receive distributions from a partnership.
- (18) TRANSFEREE means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a partner.
(Act 2018-125, §7; Act 2019-304, §1; Act 2021-299, §5.)