Title 32, Partnership

Subject to the effect of a statement of partnership authority under AS 32.06.303, (1) each partner is an agent of the partnership for the purpose of its business; an act of a partner, including the execution of an instrument in the partnership name, for apparently carrying on in …

(a) Subject to the effect of a statement of partnership authority under AS 32.06.303, partnership property held in the name of the partnership may be transferred by an instrument of transfer executed by a partner in the partnership name. (b) Partnership property held in the name …

(a) A partnership may file a statement of partnership authority that (1) must include (A) the name of the partnership; (B) the street address of its chief executive office and an office in this state, if there is one; (C) the names and mailing addresses of all of the partners or …

A partner or other person named as a partner in a filed statement of partnership authority or in a list maintained by an agent under AS 32.06.303(b) may file a statement of denial stating the name of the partnership and the fact that is being denied, which may include denial of a…

(a) A partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a partner acting in the ordinary course of business of the partnership or with authority of the partnership. (b…

(a) Except as otherwise provided in (b) and (c) of this section, all partners are liable jointly and severally for all obligations of the partnership unless otherwise agreed by the claimant or provided by law. (b) A person admitted as a partner into an existing partnership is not…

(a) A partnership may sue and be sued in the name of the partnership. (b) An action may be brought against a partnership and, to the extent not inconsistent with AS 32.06.306, any or all of the partners in the same action or in separate actions. (c) A judgment against a partnersh…

(a) If a person, by words or conduct, purports to be a partner, or consents to being represented by another as a partner, in a partnership or with one or more persons who are not partners, the purported partner is liable to a person to whom the representation is made if that pers…

(a) Each partner is considered to have an account that is (1) credited with an amount equal to (A) the money and the value of any other property, net of the amount of any liabilities, the partner contributes to the partnership; and (B) the partner's share of the partnership profi…

A partner does not have a right to receive, and may not be required to accept, a distribution in kind.

(a) A partnership shall keep its records, if any, at its chief executive office. (b) A partnership shall provide partners and their agents and attorneys access to its records. It shall provide former partners and their agents and attorneys access to records pertaining to the peri…

(a) The only fiduciary duties a partner owes to the partnership and the other partners are the duty of loyalty and the duty of care stated in (b) and (c) of this section. (b) A partner's duty of loyalty to the partnership and the other partners is limited to the following: (1) to…

(a) A partnership may maintain an action against a partner for a breach of the partnership agreement, or for the violation of a duty to the partnership, causing harm to the partnership. (b) A partner may maintain an action against the partnership or another partner for legal or e…

(a) If a partnership for a definite term or particular undertaking is continued, without an express agreement, after the expiration of the term or completion of the undertaking, the rights and duties of the partners remain the same as they were at the expiration or completion to …

A partner is not a co-owner of partnership property and does not have an interest in partnership property that can be transferred, either voluntarily or involuntarily.

Except as provided in AS 10.55 (Alaska Entity Transactions Act), the only transferable interest of a partner in the partnership is the partner's share of the profits and losses of the partnership and the partner's right to receive distributions. The interest of a partner, whether…

(a) A transfer, in whole or in part, of a partner's transferable interest in the partnership (1) is permissible; (2) does not by itself cause the partner's dissociation or a dissolution and winding up of the partnership business; and (3) does not, as against the other partners or…

(a) On application by a judgment creditor of a partner or of a partner's transferee, a court having jurisdiction may charge the transferable interest of the judgment debtor to satisfy the judgment. The court may appoint a receiver of the share of the distributions due or to becom…

A partner is dissociated from a partnership upon the occurrence of any of the following events: (1) when the partnership has notice of the partner's express will to withdraw as a partner unless a later date is specified by the partner; (2) an event agreed to in the partnership ag…

(a) A partner has the power to dissociate at any time, rightfully or wrongfully, by express will under AS 32.06.601(1). (b) A partner's dissociation is wrongful only if (1) the dissociation breaches an express provision of the partnership agreement; or (2) in the case of a partne…

(a) If a partner's dissociation results in a dissolution and winding up of the partnership business, AS 32.06.801 — 32.06.807 apply; otherwise AS 32.06.701 — 32.06.705 apply. (b) Upon a partner's dissociation, the partner's (1) right to participate in the management and conduct o…

(a) If a partner is dissociated from a partnership without resulting in a dissolution and winding up of the partnership business under AS 32.06.801, the partnership shall cause the dissociated partner's interest in the partnership to be purchased for a buy-out price determined un…

(a) For two years after a partner dissociates without the dissociation resulting in a dissolution and winding up of the partnership business, the partnership, including a surviving partnership under AS 32.06.905 — 32.06.908, is bound by an act of the dissociated partner that woul…

(a) A partner's dissociation does not of itself discharge the partner's liability for a partnership obligation incurred before dissociation. A dissociated partner is not liable for a partnership obligation incurred after dissociation, except as otherwise provided in (b) of this s…

(a) A dissociated partner or the partnership may file a statement of dissociation stating the name of the partnership and that the partner is dissociated from the partnership. (b) A statement of dissociation is a limitation on the authority of a dissociated partner for the purpos…

Continued use of a partnership name, or of a dissociated partner's name as part of a partnership name, by partners continuing the business does not by itself make the dissociated partner liable for an obligation of the partners or the partnership continuing the business.

A partnership is dissolved, and its business must be wound up, only on the occurrence of any of the following events: (1) in a partnership at will, when the partnership has notice from a partner, other than a partner who is dissociated under AS 32.06.601(2) — (10), of that partne…

(a) Subject to (b) of this section, a partnership continues after dissolution only for the purpose of winding up its business. The partnership is terminated when the winding up of its business is completed. (b) At any time after the dissolution of a partnership and before the win…

(a) After dissolution, a partner who has not wrongfully dissociated may participate in winding up the partnership's business, but, on application of a partner, partner's legal representative, or transferee, the superior court, for good cause shown, may order judicial supervision …

Subject to AS 32.06.805, a partnership is bound by a partner's act after dissolution that (1) is appropriate for winding up the partnership business; or (2) would have bound the partnership under AS 32.06.301 before dissolution if the other party to the transaction did not have n…

(a) After dissolution, a partner who has not wrongfully dissociated may file a statement of dissolution stating the name of the partnership and that the partnership has dissolved and is winding up its business. (b) A statement of dissolution cancels a filed statement of partnersh…

(a) Except as otherwise provided in (b) of this section, after dissolution, a partner is liable to the other partners for the partner's share of any partnership liability incurred under AS 32.06.804. (b) A partner who, with knowledge of the dissolution, incurs a partnership liabi…

(a) In winding up a partnership's business, the assets of the partnership, including the contributions of the partners required by this section, must be applied to discharge its obligations to creditors, including, to the extent permitted by law, partners who are creditors. Any s…

(a) Under a plan of merger approved under (c) of this section, a partnership may be merged with one or more partnerships. (b) The plan of merger must state (1) the name of each partnership that is a party to the merger; (2) the name of the surviving entity into which the other pa…

(a) When a merger takes effect, (1) the separate existence of every partnership that is a party to the merger, other than the surviving partnership, ceases; (2) all property owned by each of the merged partnerships vests in the surviving partnership; (3) all obligations of every …

(a) After a merger, the surviving partnership may file a statement that the parties to the merger have merged into the surviving partnership. (b) A statement of merger must contain (1) the name of each partnership that is a party to the merger; (2) the name of the surviving partn…

AS 32.06.905 — 32.06.907 are not exclusive. Partnerships or limited partnerships may enter into mergers, interest exchanges, conversions, and domestications under AS 10.55 (Alaska Entity Transactions Act) or in any other manner provided by law.

(a) A partnership may become a limited liability partnership under this section. (b) The terms and conditions on which a partnership becomes a limited liability partnership must be approved by the vote necessary to amend the partnership agreement except, in the case of a partners…

The name of a limited liability partnership must end with “Registered Limited Liability Partnership,” “Limited Liability Partnership,” “R.L.L.P.,” “L.L.P.,” “RLLP,” or “LLP.”

(a) A limited liability partnership, and a foreign limited liability partnership authorized to transact business in this state, shall file with the department a biennial report that contains (1) the name of the limited liability partnership and the state or other jurisdiction und…

(a) The law under which a foreign limited liability partnership is formed governs relations between and among the partners and between the partners and the partnership and the liability of partners for obligations of the partnership. (b) A foreign limited liability partnership ma…

(a) Before transacting business in this state, a foreign limited liability partnership must file a statement of foreign qualification. The statement must contain (1) the name of the foreign limited liability partnership that satisfies the requirements of the state or other jurisd…

(a) A foreign limited liability partnership transacting business in this state may not maintain an action or proceeding in this state unless it has in effect a statement of foreign qualification. (b) The failure of a foreign limited liability partnership to have in effect a state…

(a) Activities of a foreign limited liability partnership that do not constitute transacting business under AS 32.06.921 — 32.06.925 include (1) maintaining, defending, or settling an action or proceeding; (2) holding meetings of its partners or carrying on another activity conce…

The attorney general may maintain an action to restrain a foreign limited liability partnership from transacting business in this state in violation of AS 32.06.921 — 32.06.925.

(a) A person knows a fact if the person has actual knowledge of it. (b) A person has notice of a fact if the person (1) knows of it; (2) has received a notification of it; or (3) has reason to know it exists from all of the facts known to the person at the time in question. (c) A…