Alaska Statutes
Title 32. Partnership

Sec. 32.06.406. Continuation of partnership beyond definite term or particular undertaking. - (a) If a partnership for a definite term or particular...

Article 4. Transferable Interests, Transferees, and Creditors of Partnerships.

Sec. 32.06.501. Partner not co-owner of partnership property. - A partner is not a co-owner of partnership property and...

Sec. 32.06.502. Partner's transferable interest in partnership. - Except as provided in AS 10.55 (Alaska Entity Transactions Act),...

Sec. 32.06.503. Transfer of partner's transferable interest. - (a) A transfer, in whole or in part, of a...

Sec. 32.06.504. Partner's transferable interest subject to charging order. - (a) On application by a judgment creditor of a partner...

Article 5. Partner's Dissociation.

Sec. 32.06.601. Events causing partner's dissociation. - A partner is dissociated from a partnership upon the occurrence...

Sec. 32.06.602. Partner's power to dissociate; wrongful dissociation. - (a) A partner has the power to dissociate at any...

Sec. 32.06.603. Effect of partner's dissociation. - (a) If a partner's dissociation results in a dissolution and...

Article 6. Partner's Dissociation when Business not Wound Up.

Sec. 32.06.701. Purchase of dissociated partner's interest. - (a) If a partner is dissociated from a partnership without...

Sec. 32.06.702. Dissociated partner's power to bind and liability to partnership. - (a) For two years after a partner dissociates without the...

Sec. 32.06.703. Dissociated partner's liability to other persons. - (a) A partner's dissociation does not of itself discharge the...

Sec. 32.06.704. Statement of dissociation. - (a) A dissociated partner or the partnership may file a...

Sec. 32.06.705. Continued use of partnership name. - Continued use of a partnership name, or of a dissociated...

Article 7. Winding up Partnership Business.

Sec. 32.06.801. Events causing dissolution and winding up of partnership business. - A partnership is dissolved, and its business must be wound...

Sec. 32.06.802. Partnership continuation after dissolution. - (a) Subject to (b) of this section, a partnership continues...

Sec. 32.06.803. Winding up partnership business. - (a) After dissolution, a partner who has not wrongfully dissociated...

Sec. 32.06.804. Partner's power to bind partnership after dissolution. - Subject to AS 32.06.805, a partnership is bound by a...

Sec. 32.06.805. Statement of dissolution. - (a) After dissolution, a partner who has not wrongfully dissociated...

Sec. 32.06.806. Partner's liability to other partners after dissolution. - (a) Except as otherwise provided in (b) of this section,...

Sec. 32.06.807. Settlement of accounts and contributions among partners. - (a) In winding up a partnership's business, the assets of...

Article 8. Conversions and Mergers.

Sec. 32.06.905. Merger of partnerships. - (a) Under a plan of merger approved under (c) of...

Sec. 32.06.906. Effect of merger. - (a) When a merger takes effect, (1) the separate existence...

Sec. 32.06.907. Statement of merger. - (a) After a merger, the surviving partnership may file a...

Sec. 32.06.908. Nonexclusivity. - AS 32.06.905 - 32.06.907 are not exclusive. Partnerships or limited...

Article 9. Limited Liability Partnerships.

Sec. 32.06.911. Change to limited liability partnership; statement of qualification. - (a) A partnership may become a limited liability partnership under...

Sec. 32.06.912. Name. - The name of a limited liability partnership must end with...

Sec. 32.06.913. Biennial report; revocation of qualification. - (a) A limited liability partnership, and a foreign limited liability...

Sec. 32.06.921. Law governing foreign limited liability partnerships. - (a) The law under which a foreign limited liability partnership...

Sec. 32.06.922. Statement of foreign qualification. - (a) Before transacting business in this state, a foreign limited...

Sec. 32.06.923. Effect of failure to have statement of foreign qualification. - (a) A foreign limited liability partnership transacting business in this...

Sec. 32.06.924. Activities not constituting transacting business. - (a) Activities of a foreign limited liability partnership that do...

Sec. 32.06.925. Action by attorney general. - The attorney general may maintain an action to restrain a...

Article 10. Miscellaneous Provisions.

Sec. 32.06.955. Knowledge and notice. - (a) A person knows a fact if the person has...

Sec. 32.06.960. Effect of partnership agreement; nonwaivable provisions. - (a) Except as otherwise provided in (b) of this section,...

Sec. 32.06.965. Supplemental principles of law. - (a) Unless displaced by particular provisions of this chapter, the...

Sec. 32.06.970. Execution, filing, recording, amendment, and cancellation of statements. - (a) A statement may be filed with the department. A...

Sec. 32.06.975. Governing law. - (a) Except as otherwise provided in (b) of this section,...

Sec. 32.06.985. Partnership subject to amendment or repeal of chapter. - A partnership governed by this chapter is subject to an...

Article 11. General Provisions.

Sec. 32.06.990. Uniformity of application and construction. - This chapter shall be applied and construed to effectuate its...

Sec. 32.06.995. Definitions. - In this chapter, unless the context indicates otherwise, (1) “business”...

Sec. 32.06.997. Short title. - This chapter may be cited as the Uniform Partnership Act.

Chapter 11. Uniform Limited Partnership Act

Article 1. Formation and Conversion to Limited Partnership.

Sec. 32.11.010. Formation of limited partnership. - (a) In order to form a limited partnership, a certificate...

Sec. 32.11.020. Amendment to certificate; restated certificate. - (a) A certificate of limited partnership is amended by filing...

Sec. 32.11.030. Cancellation of certificate. - A certificate of limited partnership shall be canceled upon the...

Sec. 32.11.040. Execution of certificates. - (a) Each certificate required by AS 32.11.010 - 32.11.090 to...

Sec. 32.11.050. Execution by judicial act. - If a person required by AS 32.11.040 to execute a...

Sec. 32.11.060. Filing with department; effect of certain filings. - (a) An original and an exact copy of the certificate...

Sec. 32.11.070. Liability for false statement in certificate. - If a certificate of limited partnership or certificate of amendment...

Sec. 32.11.080. Scope of notice. - The fact that a certificate of limited partnership is on...

Sec. 32.11.090. Delivery of certificates to limited partners. - Upon the return by the department under AS 32.11.060 of...

Article 2. Limited Partners.

Sec. 32.11.100. Admission of limited partners. - (a) A person becomes a limited partner (1) at the...

Sec. 32.11.110. Voting. - Subject to AS 32.11.120, the partnership agreement may grant to...

Sec. 32.11.120. Liability to third parties. - (a) Except as provided in (d) of this section, a...

Sec. 32.11.130. Erroneous belief in status as a limited partner. - (a) Except as provided in (b) of this section, a...

Sec. 32.11.140. Information. - Each limited partner has the right to (1) inspect and...

Article 3. General Partners.

Sec. 32.11.150. Admission of additional general partners. - After the filing of a limited partnership's original certificate of...

Sec. 32.11.160. Events of withdrawal. - Except as approved by the specific written consent of all...

Sec. 32.11.170. General powers and liabilities. - (a) Except as provided in this chapter or in the...

Sec. 32.11.180. Contributions by general partner; person both limited and general partner. - A general partner of a limited partnership may make contributions...

Sec. 32.11.190. Voting. - The partnership agreement may grant to all or certain identified...

Article 4. Contributions; Allocation of Profits, Losses, and Distributions.

Sec. 32.11.200. Form of contribution. - The contribution of a partner may be in cash, property,...

Sec. 32.11.210. Liability for contribution or return of property or money. - (a) A promise by a limited partner to contribute to...

Sec. 32.11.220. Sharing of profits and losses. - The profits and losses of a limited partnership shall be...

Sec. 32.11.230. Allocation of distributions. - Distributions of cash or other assets of a limited partnership...

Article 5. Distributions, Withdrawal, and Return of Contribution.

Sec. 32.11.240. Interim distributions. - Except as provided in AS 32.11.240 - 32.11.310, a partner...

Sec. 32.11.250. Withdrawal of general partner. - A general partner may withdraw from a limited partnership at...

Sec. 32.11.260. Withdrawal of limited partner. - A limited partner may not withdraw from a limited partnership...

Sec. 32.11.270. Distribution upon withdrawal. - Except as provided in AS 32.11.240 - 32.11.310, upon withdrawal...

Sec. 32.11.280. Distribution in kind. - Except as provided in writing in the partnership agreement, a...

Sec. 32.11.290. Right to distribution. - At the time a partner becomes entitled to receive a...

Sec. 32.11.300. Limitations on distribution. - A partner may not receive a distribution from a limited...

Sec. 32.11.310. Liability upon return of contribution. - (a) If a partner has received the return of a...

Article 6. Nature of and Assignment of Partnership Interests.

Sec. 32.11.320. Nature of partnership interest. - The interest of a partner, whether or not transferable, is...

Sec. 32.11.330. Assignment of partnership interest. - Except as provided in the partnership agreement, a partnership interest...

Sec. 32.11.340. Rights of creditor. - (a) On application to a court of competent jurisdiction by...

Sec. 32.11.350. Right of assignee to become limited partner. - (a) An assignee of a partnership interest, including an assignee...

Sec. 32.11.360. Power of estate of deceased or incompetent partner. - If a partner who is an individual dies or a...

Article 7. Dissolution.

Sec. 32.11.370. Dissolution. - A limited partnership is dissolved and its affairs shall be...

Sec. 32.11.380. Judicial dissolution. - On application by or for a partner, the superior court...

Sec. 32.11.390. Winding up. - Except as provided in the partnership agreement, the general partners...

Sec. 32.11.400. Distribution of assets. - Upon the winding up of a limited partnership, the assets...

Article 8. Foreign Limited Partnerships.

Sec. 32.11.410. Law governing. - Subject to the Constitution of the State of Alaska, (1)...

Sec. 32.11.420. Registration required. - Before transacting business in this state, a foreign limited partnership...

Sec. 32.11.430. Issuance of registration. - (a) If the department finds that an application for registration...

Sec. 32.11.440. Name. - A foreign limited partnership may register with the department under...

Sec. 32.11.450. Correction of statements in registration application. - If a statement in the application for registration of a...

Sec. 32.11.460. Cancellation of registration. - A foreign limited partnership may cancel its registration by filing...

Sec. 32.11.470. Transaction of business without registration. - (a) A foreign limited partnership transacting business in this state...

Sec. 32.11.480. Action by department. - The department may bring an action to restrain a foreign...

Article 9. Derivative Actions.

Sec. 32.11.490. Derivative action authorized. - A limited partner may bring an action in the right...

Sec. 32.11.500. Proper plaintiff. - In a derivative action, the plaintiff must be a partner...

Sec. 32.11.510. Pleading. - In a derivative action, the complaint must set out with...

Sec. 32.11.520. Recoveries. - If a derivative action is successful, in whole or in...

Article 10. General Provisions.

Sec. 32.11.800. Construction and application. - This chapter shall be so applied and construed to effectuate...

Sec. 32.11.810. Name. - (a) The name of a limited partnership as set out...

Sec. 32.11.830. Specified office and agent. - (a) A limited partnership shall continuously maintain in this state...

Sec. 32.11.835. Amendment of partnership agreement. - Unless the partnership agreement provides otherwise, a partnership agreement may...

Sec. 32.11.840. Records to be kept. - (a) A limited partnership shall keep at the office referred...

Sec. 32.11.850. Nature of business. - A limited partnership may carry on business that a partnership...

Sec. 32.11.860. Business transactions of partner with partnership. - Except as provided in the partnership agreement, a partner may...

Sec. 32.11.870. Filing fees. - A domestic or foreign limited partnership that files a certificate...

Sec. 32.11.890. Rules for cases not covered by chapter. - In a case not provided for in this chapter, the...

Sec. 32.11.900. Definitions. - In this chapter, unless the context otherwise requires, (1) “certificate...

Sec. 32.11.990. Short title. - This chapter may be cited as the Alaska Revised Limited...

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Alaska Statutes Title 32. Partnership

Alaska Statutes
Title 32. Partnership