Title 32 — Partnership
4 chapters · 127 sections in this title.
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…
AS 32.11.500 Proper plaintiff.
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In a derivative action, the plaintiff must be a partner at the time of bringing the action and (1) must have been a partner at the time of the transaction of which the plaintiff complains; or (2) the plaintiff's status as a partner must have devolved upon the plaintiff by operati…
AS 32.11.510 Pleading.
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In a derivative action, the complaint must set out with particularity the effort of the plaintiff to secure initiation of the action by a general partner or the reasons for not making the effort.
AS 32.11.520 Recoveries.
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Article 10. General Provisions. If a derivative action is successful, in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise, or settlement of an action or claim, and if the plaintiff is awarded attorney fees or costs, the court sha…
AS 32.11.800 Construction and application.
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This chapter shall be so applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this chapter among states enacting it, except to the extent that certain provisions of this chapter have been revised and are not identical to t…
AS 32.11.810 Name.
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(a) The name of a limited partnership as set out in its certificate of limited partnership (1) must contain without abbreviation the words “limited partnership”; (2) may not contain the name of a limited partner unless (A) it is also the name of a general partner or the corporate…
AS 32.11.820 Reservation of name.
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(a) The exclusive right to the use of a name may be reserved by (1) a person intending to organize a limited partnership under this chapter and to adopt that name; (2) a domestic limited partnership or a foreign limited partnership registered in this state that, in either case, i…
AS 32.11.830 Specified office and agent.
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(a) A limited partnership shall continuously maintain in this state (1) an office, which may but need not be a place of its business in this state, at which shall be kept the records required by AS 32.11.840 to be maintained; and (2) an agent for service of process on the limited…
AS 32.11.835 Amendment of partnership agreement.
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Unless the partnership agreement provides otherwise, a partnership agreement may not be amended except with the unanimous consent of all partners.
AS 32.11.840 Records to be kept.
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(a) A limited partnership shall keep at the office referred to in AS 32.11.830(a)(1) the following: (1) a current list of the full name and last known business address of each partner, separately identifying the general partners in alphabetical order and the limited partners in a…
AS 32.11.850 Nature of business.
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A limited partnership may carry on business that a partnership without limited partners may carry on.
AS 32.11.860 Business transactions of partner with partnership.
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Except as provided in the partnership agreement, a partner may lend money to and transact other business with the limited partnership and, subject to other applicable law, has the same rights and obligations as a person who is not a partner.
AS 32.11.870 Filing fees.
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A domestic or foreign limited partnership that files a certificate of limited partnership, amendment, cancellation, or registration, or other application with the department, shall pay to the commissioner a filing fee established by the department by regulation. The filing fee mu…
AS 32.11.890 Rules for cases not covered by chapter.
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In a case not provided for in this chapter, the provisions of AS 32.06 govern, except as provided by AS 10.55 (Alaska Entity Transactions Act).
AS 32.11.900 Definitions.
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In this chapter, unless the context otherwise requires, (1) “certificate of limited partnership” means the certificate referred to in AS 32.11.010 and the certificate as amended or restated; (2) “commissioner” means the commissioner of commerce, community, and economic developmen…
AS 32.11.990 Short title.
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This chapter may be cited as the Alaska Revised Limited Partnership Act.