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 certificate on the person's behalf, and knew, and a general partner who knew or should have known, the statement to be false at the time the certificate was executed; and
(2) a general partner who thereafter knows or should have known that an arrangement or other fact described in the certificate has changed, making the statement inaccurate in any respect within a sufficient time before the statement was relied upon reasonably to have enabled that general partner to cancel or amend the certificate, or to file a petition for its cancellation or amendment under AS 32.11.050.
Structure Alaska Statutes
Chapter 11. Uniform Limited Partnership Act
Article 1. Formation and Conversion to Limited Partnership.
Sec. 32.11.010. Formation of limited partnership.
Sec. 32.11.020. Amendment to certificate; restated certificate.
Sec. 32.11.030. Cancellation of certificate.
Sec. 32.11.040. Execution of certificates.
Sec. 32.11.050. Execution by judicial act.
Sec. 32.11.060. Filing with department; effect of certain filings.
Sec. 32.11.070. Liability for false statement in certificate.
Sec. 32.11.080. Scope of notice.
Sec. 32.11.090. Delivery of certificates to limited partners.