Title 32 — Partnership
4 chapters · 127 sections in this title.
AS 32.11.010 Formation of limited partnership.
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(a) In order to form a limited partnership, a certificate of limited partnership shall be executed and filed with the Department of Commerce, Community, and Economic Development. The certificate must set out (1) the name of the limited partnership; (2) the address of the office a…
AS 32.11.020 Amendment to certificate; restated certificate.
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(a) A certificate of limited partnership is amended by filing a certificate of amendment with the department. The certificate must set out (1) the name of the limited partnership; (2) the date of filing the certificate to be amended; and (3) the amendment to the certificate. (b) …
AS 32.11.030 Cancellation of certificate.
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A certificate of limited partnership shall be canceled upon the dissolution and the commencement of winding up of the partnership or at any other time there are no limited partners. A certificate of cancellation shall be filed with the department and must set out (1) the name of …
AS 32.11.040 Execution of certificates.
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(a) Each certificate required by AS 32.11.010 — 32.11.090 to be filed with the department shall be executed in the following manner: (1) an original certificate of limited partnership shall be signed by all general partners; (2) a certificate of amendment shall be signed by at le…
AS 32.11.050 Execution by judicial act.
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If a person required by AS 32.11.040 to execute a certificate fails or refuses to do so, a person who is adversely affected by the failure or refusal may petition the superior court to direct the execution of the certificate. If the court finds that it is proper for the certifica…
AS 32.11.060 Filing with department; effect of certain filings.
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(a) An original and an exact copy of the certificate of limited partnership and of a certificate of amendment or cancellation, or of a judicial decree of amendment or cancellation, shall be delivered to the department. A person who executes a certificate as an agent or fiduciary …
AS 32.11.070 Liability for false statement in certificate.
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If a certificate of limited partnership or certificate of amendment or cancellation contains a false statement, one who suffers loss by reliance on the statement may recover damages for the loss from (1) a person who executes the certificate, or causes another to execute the cert…
AS 32.11.080 Scope of notice.
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The fact that a certificate of limited partnership is on file with the department is notice that the partnership is a limited partnership and the persons designated in the certificate as general partners are general partners, but it is not notice of any other fact.
AS 32.11.090 Delivery of certificates to limited partners.
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Upon the return by the department under AS 32.11.060 of a certificate marked “Filed,” the general partners shall promptly deliver or mail a copy of the certificate of limited partnership and each certificate of amendment or cancellation to each limited partner unless the partners…
AS 32.11.095 Conversion of certain entities to a limited partnership. [Repealed, § 29 ch 60 SLA 2013.]
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Article 2. Limited Partners.
AS 32.11.100 Admission of limited partners.
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(a) A person becomes a limited partner (1) at the time the limited partnership is formed; or (2) at a later time specified in the records of the limited partnership for becoming a limited partner. (b) After the filing of a limited partnership's original certificate of limited par…
AS 32.11.110 Voting.
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Subject to AS 32.11.120, the partnership agreement may grant to all or a specified group of the limited partners the right to vote on a per capita or other basis on any matter.
AS 32.11.120 Liability to third parties.
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(a) Except as provided in (d) of this section, a limited partner is not liable for the obligations of a limited partnership unless the limited partner is also a general partner or, in addition to the exercise of the limited partner's rights and powers as a limited partner, the li…
AS 32.11.130 Erroneous belief in status as a limited partner.
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(a) Except as provided in (b) of this section, a person who makes a contribution to a business enterprise and erroneously but in good faith believes that the person has become a limited partner in the enterprise is not a general partner in the enterprise and is not bound by its o…
AS 32.11.140 Information.
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Article 3. General Partners. Each limited partner has the right to (1) inspect and copy the partnership records required to be maintained by AS 32.11.840; and (2) obtain from the general partners from time to time upon reasonable demand (A) true and full information regarding the…
AS 32.11.150 Admission of additional general partners.
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After the filing of a limited partnership's original certificate of limited partnership, additional general partners may be admitted as provided in writing in the partnership agreement or, if the partnership agreement does not provide in writing for the admission of additional ge…
AS 32.11.160 Events of withdrawal.
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Except as approved by the specific written consent of all partners at the time, a person ceases to be a general partner of a limited partnership upon the happening of any of the following events: (1) the general partner withdraws from the limited partnership under AS 32.11.250; (…
AS 32.11.170 General powers and liabilities.
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(a) Except as provided in this chapter or in the partnership agreement, a general partner of a limited partnership has the rights and powers and is subject to the restrictions of a partner in a partnership without limited partners. (b) Except as provided in this chapter, a genera…
AS 32.11.180 Contributions by general partner; person both limited and general partner.
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A general partner of a limited partnership may make contributions to the partnership and share in the profits and losses of, and in distributions from, the limited partnership as a general partner. A general partner also may make contributions to and share in profits, losses, and…
AS 32.11.190 Voting.
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Article 4. Contributions; Allocation of Profits, Losses, and Distributions. The partnership agreement may grant to all or certain identified general partners the right to vote, on a per capita or any other basis, separately or with all or any class of the limited partners, on any…
AS 32.11.200 Form of contribution.
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The contribution of a partner may be in cash, property, or services rendered, or a promissory note or other obligation to contribute cash or property or to perform services.
AS 32.11.210 Liability for contribution or return of property or money.
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(a) A promise by a limited partner to contribute to the limited partnership is not enforceable unless set out in a writing signed by the limited partner. (b) Except as provided in the partnership agreement, a partner is obligated to the limited partnership to perform an enforceab…
AS 32.11.220 Sharing of profits and losses.
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The profits and losses of a limited partnership shall be allocated among the partners, and among classes of partners, in the manner provided in writing in the partnership agreement. If the partnership agreement does not specify the allocation in writing, profits and losses shall …
AS 32.11.230 Allocation of distributions.
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Article 5. Distributions, Withdrawal, and Return of Contribution. Distributions of cash or other assets of a limited partnership shall be allocated among the partners and among classes of partners in the manner provided in writing in the partnership agreement. If the partnership …
AS 32.11.240 Interim distributions.
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Except as provided in AS 32.11.240 — 32.11.310, a partner is entitled to receive distributions from a limited partnership before the partner's withdrawal from the limited partnership and before the dissolution and winding up of the partnership to the extent and at the times or up…
AS 32.11.250 Withdrawal of general partner.
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A general partner may withdraw from a limited partnership at any time by giving written notice to the other partners, but if the withdrawal violates the partnership agreement, the limited partnership may recover from the withdrawing general partner damages for breach of the partn…
AS 32.11.260 Withdrawal of limited partner.
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A limited partner may not withdraw from a limited partnership except at the time or upon the happening of events specified in the partnership agreement. Notwithstanding anything to the contrary under applicable law, unless the partnership agreement provides otherwise, a limited p…
AS 32.11.270 Distribution upon withdrawal.
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Except as provided in AS 32.11.240 — 32.11.310, upon withdrawal a withdrawing partner is entitled to receive a distribution to which the withdrawing partner is entitled under the partnership agreement and, if not otherwise provided in the agreement, the withdrawing partner is ent…
AS 32.11.280 Distribution in kind.
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Except as provided in writing in the partnership agreement, a partner, regardless of the nature of the partner's contribution, does not have the right to demand and receive a distribution from a limited partnership in a form other than cash. Except as provided in writing in the p…
AS 32.11.290 Right to distribution.
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At the time a partner becomes entitled to receive a distribution, the partner has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution.
AS 32.11.300 Limitations on distribution.
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A partner may not receive a distribution from a limited partnership to the extent that, after giving effect to the distribution, all liabilities of the limited partnership, other than liabilities to partners on account of their partnership interests, exceed the fair value of the …
AS 32.11.310 Liability upon return of contribution.
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Article 6. Nature of and Assignment of Partnership Interests. (a) If a partner has received the return of a part of the partner's contribution without violation of the partnership agreement or this chapter, the partner is liable to the limited partnership for a period of one year…
AS 32.11.320 Nature of partnership interest.
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The interest of a partner, whether or not transferable, is personal property.
AS 32.11.330 Assignment of partnership interest.
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Except as provided in the partnership agreement, a partnership interest is assignable in whole or in part. An assignment of a partnership interest does not dissolve a limited partnership or entitle the assignee to become or to exercise the rights of a partner. An assignment entit…
AS 32.11.340 Rights of creditor.
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(a) On application to a court of competent jurisdiction by a judgment creditor of a partner, the court may charge the partnership interest of the partner with payment of the unsatisfied amount of the judgment with interest. To the extent charged, the judgment creditor has only th…
AS 32.11.350 Right of assignee to become limited partner.
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(a) An assignee of a partnership interest, including an assignee of a general partner, may become a limited partner if and to the extent that (1) the assignor gives the assignee that right in accordance with authority described in the partnership agreement; or (2) all other partn…
AS 32.11.360 Power of estate of deceased or incompetent partner.
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Article 7. Dissolution. If a partner who is an individual dies or a court of competent jurisdiction adjudges the partner to be incompetent to manage the partner's person or the partner's property, the partner's executor, administrator, guardian, conservator, or other legal repres…
AS 32.11.370 Dissolution.
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A limited partnership is dissolved and its affairs shall be wound up upon the happening of the first to occur of the following: (1) at the time or upon the happening of events specified in writing in the partnership agreement; (2) written consent of all partners; (3) an event of …
AS 32.11.380 Judicial dissolution.
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On application by or for a partner, the superior court may decree dissolution of a limited partnership whenever it is impossible to carry on the business in conformity with the partnership agreement.
AS 32.11.390 Winding up.
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Except as provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership or, if there are no general partners, the limited partners, may wind up the limited partnership's affairs; but the superior court may wind up the limited …
AS 32.11.400 Distribution of assets.
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Article 8. Foreign Limited Partnerships. Upon the winding up of a limited partnership, the assets shall be distributed as follows: (1) to creditors, including partners who are creditors, to the extent permitted by law, in satisfaction of liabilities of the limited partnership oth…
AS 32.11.410 Law governing.
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Subject to the Constitution of the State of Alaska, (1) the laws of the state under which a foreign limited partnership is organized govern its organization and internal affairs and the liability of its limited partners; and (2) a foreign limited partnership may not be denied reg…
AS 32.11.420 Registration required.
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Before transacting business in this state, a foreign limited partnership shall register with the department. In order to register, a foreign limited partnership shall submit to the department an original and an exact copy of an application for registration as a foreign limited pa…
AS 32.11.430 Issuance of registration.
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(a) If the department finds that an application for registration conforms to law and all requisite fees have been paid, the department shall (1) endorse on the application the word “Filed,” and the month, day, and year of the filing; (2) file in the department the original of the…
AS 32.11.440 Name.
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A foreign limited partnership may register with the department under any name, whether or not it is the name under which it is registered in its state of organization, that includes without abbreviation the words “limited partnership” and that could be registered by a domestic li…
AS 32.11.450 Correction of statements in registration application.
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If a statement in the application for registration of a foreign limited partnership was false when made or arrangements or other facts described have changed, making the application inaccurate, the foreign limited partnership shall promptly file with the department a certificate,…
AS 32.11.460 Cancellation of registration.
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A foreign limited partnership may cancel its registration by filing with the department a certificate of cancellation signed and sworn to by a general partner. A cancellation does not terminate the authority of the commissioner to accept service of process on the foreign limited …
AS 32.11.470 Transaction of business without registration.
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(a) A foreign limited partnership transacting business in this state may not maintain an action, suit, or proceeding in a court of this state until it has registered in this state. (b) The failure of a foreign limited partnership to register in this state does not impair the vali…
AS 32.11.480 Action by department.
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Article 9. Derivative Actions. The department may bring an action to restrain a foreign limited partnership from transacting business in this state in violation of AS 32.11.410 — 32.11.480.
AS 32.11.490 Derivative action authorized.
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A limited partner may bring an action in the right of a limited partnership to recover a judgment in its favor if general partners with authority to do so have refused to bring the action or if an effort to cause those general partners to bring the action is not likely to succeed…