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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...