Title 32 — Partnership
4 chapters · 127 sections in this title.
AS 32.06.201 Partnership as entity.
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(a) A partnership is an entity distinct from its partners. (b) A limited liability partnership continues to be the same entity that existed before the filing of a statement of qualification under AS 32.06.911.
AS 32.06.202 Formation of partnership.
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(a) Except as otherwise provided in (b) of this section, the association of two or more persons to carry on as co-owners a business for profit forms a partnership, whether or not the persons intend to form a partnership. (b) An association formed under a statute other than this c…
AS 32.06.203 Partnership property.
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Property acquired by a partnership is property of the partnership and not of the partners individually.
AS 32.06.204 When property is partnership property.
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Article 2. Relations of Partners to Persons Dealing with Partnership. (a) Property is partnership property if acquired in the name of (1) the partnership; or (2) one or more partners with an indication in the instrument transferring title to the property of the person's capacity …
AS 32.06.301 Partner as agent of partnership.
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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 …
AS 32.06.302 Transfer and recovery of partnership property.
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(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 …
AS 32.06.303 Statement of partnership authority.
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(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 …
AS 32.06.304 Statement of denial.
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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…
AS 32.06.305 Partnership liable for partner's actionable conduct.
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(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…
AS 32.06.306 Partner's liability.
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(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…
AS 32.06.307 Actions by and against partnership and partners.
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(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…
AS 32.06.308 Liability of purported partner.
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Article 3. Relations of Partners to Each Other and to Partnership. (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…
AS 32.06.401 Partner's rights and duties.
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(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…
AS 32.06.402 Distributions in kind.
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A partner does not have a right to receive, and may not be required to accept, a distribution in kind.
AS 32.06.403 Partner's rights and duties with respect to information.
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(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…
AS 32.06.404 General standards of partner's conduct.
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(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…
AS 32.06.405 Actions by partnership and partners.
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(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…
AS 32.06.406 Continuation of partnership beyond definite term or particular undertaking.
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Article 4. Transferable Interests, Transferees, and Creditors of Partnerships. (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 o…
AS 32.06.501 Partner not co-owner of partnership property.
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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.
AS 32.06.502 Partner's transferable interest in partnership.
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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…
AS 32.06.503 Transfer of partner's transferable interest.
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(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…
AS 32.06.504 Partner's transferable interest subject to charging order.
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Article 5. Partner's Dissociation. (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 o…
AS 32.06.601 Events causing partner's dissociation.
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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…
AS 32.06.602 Partner's power to dissociate; wrongful dissociation.
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(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…
AS 32.06.603 Effect of partner's dissociation.
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Article 6. Partner's Dissociation when Business not Wound Up. (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 part…
AS 32.06.701 Purchase of dissociated partner's interest.
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(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…
AS 32.06.702 Dissociated partner's power to bind and liability to partnership.
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(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…
AS 32.06.703 Dissociated partner's liability to other persons.
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(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…
AS 32.06.704 Statement of dissociation.
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(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…
AS 32.06.705 Continued use of partnership name.
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Article 7. Winding up Partnership Business. 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 p…
AS 32.06.801 Events causing dissolution and winding up of partnership business.
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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…
AS 32.06.802 Partnership continuation after dissolution.
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(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…
AS 32.06.803 Winding up partnership business.
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(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 …
AS 32.06.804 Partner's power to bind partnership after dissolution.
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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…
AS 32.06.805 Statement of dissolution.
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(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…
AS 32.06.806 Partner's liability to other partners after dissolution.
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(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…
AS 32.06.807 Settlement of accounts and contributions among partners.
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Article 8. Conversions and Mergers. (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 la…
AS 32.06.902 Conversion of partnership to limited partnership. [Repealed, § 29 ch 60 SLA 2013.]
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[Repealed or reserved.]
AS 32.06.903 Conversion of limited partnership to partnership. [Repealed, § 29 ch 60 SLA 2013.]
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[Repealed or reserved.]
AS 32.06.904 Effect of conversion; entity unchanged. [Repealed, § 29 ch 60 SLA 2013.]
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[Repealed or reserved.]
AS 32.06.905 Merger of partnerships.
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(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…
AS 32.06.906 Effect of merger.
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(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 …
AS 32.06.907 Statement of merger.
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(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 32.06.908 Nonexclusivity.
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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.
AS 32.06.909 Definitions for AS 32.06.902 — 32.06.908. [Repealed, § 29 ch 60 SLA 2013.]
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Article 9. Limited Liability Partnerships.
AS 32.06.911 Change to limited liability partnership; statement of qualification.
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(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…
AS 32.06.912 Name.
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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.”
AS 32.06.913 Biennial report; revocation of qualification.
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(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…
AS 32.06.921 Law governing foreign limited liability partnerships.
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(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…
AS 32.06.922 Statement of foreign qualification.
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(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…