Title 32. Partnership.

Chapter 05. Uniform Partnership Act.

[Repealed, § 8 ch 115 SLA 2000.]

Chapter 06. Uniform Partnership Act.

Article 1. Nature and Property of Partnership.


Sec. 32.06.201. Partnership as entity.
 (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.




Sec. 32.06.202. Formation of partnership.
 (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 chapter, a predecessor statute, or a comparable statute of another jurisdiction is not a partnership under this chapter.

 (c) In determining whether a partnership is formed, the following rules apply:
     (1) joint tenancy, tenancy in common, tenancy by the entirety, joint property, common property, or part ownership does not by itself establish a partnership, even if the co-owners share profits made by the use of the property;

     (2) the sharing of gross returns does not by itself establish a partnership, even if the persons sharing them have a joint or common right or interest in property from which the returns are derived;

     (3) a person who receives a share of the profits of a business is presumed to be a partner in the business, unless the profits are received in payment
          (A) of a debt by installments or otherwise;

          (B) for services as an independent contractor, or of wages or other compensation to an employee;

          (C) of rent;

          (D) of an annuity or other retirement or health benefit provided to a beneficiary, representative, or designee of a deceased or retired partner;

          (E) of interest or other charge on a loan, even if the amount of payment varies with the profits of the business, including a direct or indirect present or future ownership of the collateral, or rights to income, proceeds, or increase in value derived from the collateral; or

          (F) for the sale of the good will of a business or other property by installments or otherwise.




Sec. 32.06.203. Partnership property.
Property acquired by a partnership is property of the partnership and not of the partners individually.


Sec. 32.06.204. When property is partnership property.
 (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 a partner or of the existence of a partnership but without an indication of the name of the partnership.

 (b) Property is acquired in the name of the partnership by a transfer to
     (1) the partnership in its name; or

     (2) one or more partners in their capacity as partners in the partnership if the name of the partnership is indicated in the instrument transferring title to the property.

 (c) Property is presumed to be partnership property if purchased with partnership assets, even if not acquired in the name of the partnership or of one or more partners with an indication in the instrument transferring title to the property of the person’s capacity as a partner or of the existence of a partnership.

 (d) Property acquired in the name of one or more of the partners, without an indication in the instrument transferring title to the property of the person’s capacity as a partner or of the existence of a partnership and without use of partnership assets, is presumed to be separate property even if used for partnership purposes.




Article 2. Relations of Partners to Persons Dealing with Partnership.


Sec. 32.06.301. Partner as agent of 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 the ordinary course the partnership business or business of the kind carried on by the partnership binds the partnership, unless the partner does not have authority to act for the partnership in the particular matter and the person with whom the partner is dealing knows or has received a notification that the partner lacks authority;

     (2) an act of a partner that is not apparently for carrying on in the ordinary course the partnership business or business of the kind carried on by the partnership does not bind the partnership unless the act was authorized by the other partners.




Sec. 32.06.302. Transfer and recovery of partnership property.
 (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 of one or more partners, with an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, but without an indication of the name of the partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held.

 (c) Partnership property held in the name of one or more persons other than the partnership, without an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held.

 (d) A partnership may recover partnership property from a transferee only if the partnership proves that execution of the instrument of initial transfer did not bind the partnership under AS 32.06.301 and
     (1) as to a subsequent transferee who gave value for property transferred under (a) or (b) of this section, that the subsequent transferee knew or had received a notification that the person who executed the instrument of initial transfer lacked authority to bind the partnership; or

     (2) as to a transferee who gave value for property transferred under (c) of this section, that the transferee knew or had received a notification that the property was partnership property, and that the person who executed the instrument of initial transfer lacked authority to bind the partnership.

 (e) A partnership may not recover partnership property from a subsequent transferee if the partnership would not have been entitled to recover the property under (d) of this section from an earlier transferee of the property.

 (f) If a person holds all of the partners’ interests in the partnership, all of the partnership property vests in the person. The person may execute a document in the name of the partnership to evidence vesting of the property in the person and may file or record the document.




Sec. 32.06.303. Statement of partnership authority.
 (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 an agent appointed and maintained by the partnership for the purpose of (b) of this section; and

          (D) the names of the partners authorized to execute an instrument transferring real property held in the name of the partnership; and

     (2) may state
          (A) the authority, or limitations on the authority, of some or all of the partners to enter into other transactions on behalf of the partnership; and

          (B) any other matter.

 (b) If a statement of partnership authority names an agent, the agent shall maintain a list of the names and mailing addresses of all of the partners and make it available to any person on request for good cause shown.

 (c) If a filed statement of partnership authority is executed under AS 32.06.970(c) and states the name of the partnership but does not contain all of the other information required by (a) of this section, the statement nevertheless operates with respect to a person who is not a partner as provided in (d) and (e) of this section.

 (d) Except as otherwise provided in (g) of this section, a filed statement of partnership authority supplements the authority of a partner to enter into transactions on behalf of the partnership as follows:
     (1) except for transfers of real property, a grant of authority contained in a filed statement of partnership authority is conclusive in favor of a person who gives value without knowledge to the contrary, so long as and to the extent that a limitation on the grant of authority is not then contained in another filed statement; a filed cancellation of a limitation on authority revives the previous grant of authority;

     (2) a grant of authority to transfer real property held in the name of the partnership and contained in a certified copy of a filed statement of partnership authority recorded in the office for recording transfers of the real property is conclusive in favor of a person who gives value without knowledge to the contrary, so long as and to the extent that a certified copy of a filed statement containing a limitation on the grant of authority is not then of record in the office for recording transfers of that real property; the recording, in the office for recording transfers of that real property, of a certified copy of a filed cancellation of a limitation on authority revives the previous grant of authority.

 (e) A person who is not a partner is considered to know of a limitation on the authority of a partner to transfer real property held in the name of the partnership if a certified copy of the filed statement containing the limitation on authority is of record in the office for recording transfers of that real property.

 (f) Except as otherwise provided in (d) and (e) of this section and in AS 32.06.704 and 32.06.805, a person who is not a partner is not considered to know of a limitation on the authority of a partner merely because the limitation is contained in a filed statement.

 (g) Unless earlier cancelled, a filed statement of partnership authority is cancelled by operation of law five years after the date on which the statement or the most recent amendment is filed with the department.




Sec. 32.06.304. Statement of denial.
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 person’s authority or status as a partner. A statement of denial is a limitation on authority under AS 32.06.303(d) and (e).


Sec. 32.06.305. Partnership liable for partner’s actionable conduct.
 (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) If, in the course of the partnership’s business or while acting with authority of the partnership, a partner receives or causes the partnership to receive money or property of a person who is not a partner and the money or property is misapplied by a partner, the partnership is liable for the loss.




Sec. 32.06.306. Partner’s liability.
 (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 personally liable for a partnership obligation incurred before the person’s admission as a partner.

 (c) An obligation of a partnership incurred while the partnership is a limited liability partnership, whether arising in contract, in tort, or otherwise, is solely the obligation of the partnership. A partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for the obligation solely by reason of being or acting as a partner. This subsection applies even if inconsistent with a partnership agreement provision that exists immediately before the vote required to become a limited liability partnership under AS 32.06.911(b).




Sec. 32.06.307. Actions by and against partnership and partners.
 (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 partnership is not by itself a judgment against a partner. A judgment against a partnership may not be satisfied from a partner’s assets unless there is also a judgment against the partner.

 (d) A judgment creditor of a partner may not execute against the assets of the partner to satisfy a judgment based on a claim against the partnership unless the partner is personally liable for the claim under AS 32.06.306 and
     (1) a judgment based on the same claim has been obtained against the partnership and a writ of execution on the judgment has been returned unsatisfied in whole or in part;

     (2) the partnership is a debtor in bankruptcy;

     (3) the partner has agreed that the creditor is not required to exhaust partnership assets;

     (4) a court grants permission to the judgment creditor to execute against the assets of a partner based on a finding that partnership assets subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of partnership assets is excessively burdensome, or that the grant of permission is an appropriate exercise of the court’s equitable powers; or

     (5) liability is imposed on the partner by law or contract independent of the existence of the partnership.

 (e) This section applies to any partnership liability or obligation resulting from a representation by a partner or purported partner under AS 32.06.308.




Sec. 32.06.308. Liability of purported partner.
 (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 person, relying on the representation, enters into a transaction with the actual or purported partnership. If the representation, either by the purported partner or by a person with the purported partner’s consent, is made in a public manner, the purported partner is liable to a person who relies upon the purported partnership even if the purported partner is not aware of being held out as a partner to the claimant. If partnership liability results, the purported partner is liable with respect to the liability as if the purported partner were a partner. If partnership liability does not result, the purported partner is liable with respect to the liability jointly and severally with any other person consenting to the representation.

 (b) If under (a) of this section a person is represented to be a partner in an existing partnership, or with one or more persons who are not partners, the purported partner is an agent of the persons consenting to the representation to bind those persons to the same extent and in the same manner as if the purported partner were a partner with respect to persons who enter into transactions in reliance upon the representation. If all of the partners of the existing partnership consent to the representation, a partnership act or obligation results. If fewer than all of the partners of the existing partnership consent to the representation, the person acting and the partners consenting to the representation are jointly and severally liable.

 (c) A person is not liable as a partner merely because the person is named by another in a statement of partnership authority.

 (d) A person does not continue to be liable as a partner merely because of a failure to file a statement of dissociation or to amend a statement of partnership authority to indicate the partner’s dissociation from the partnership.

 (e) Except as otherwise provided in (a) and (b) of this section, persons who are not partners as to each other are not liable as partners to other persons.




Article 3. Relations of Partners to Each Other and to Partnership.


Sec. 32.06.401. Partner’s rights and duties.
 (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 profits; and

     (2) charged with an amount equal to
          (A) the money and the value of any other property, net of the amount of any liabilities, distributed by the partnership to the partner; and

          (B) the partner’s share of the partnership losses.

 (b) Each partner is entitled to an equal share of the partnership profits and is chargeable with a share of the partnership losses in proportion to the partner’s share of the profits.

 (c) A partnership shall reimburse a partner for payments made and indemnify a partner for liabilities incurred by the partner in the ordinary course of the business of the partnership or for the preservation of the partnership’s business or property.

 (d) A partnership shall reimburse a partner for an advance to the partnership beyond the amount of capital the partner agreed to contribute.

 (e) A payment or advance made by a partner that results in a partnership obligation under (c) or (d) of this section constitutes a loan to the partnership that accrues interest from the date of the payment or advance.

 (f) Each partner has equal rights in the management and conduct of the partnership business.

 (g) A partner may use or possess partnership property only on behalf of the partnership.

 (h) A partner is not entitled to remuneration for services performed for the partnership, except for reasonable compensation for services rendered in winding up the business of the partnership.

 (i) Except as provided in AS 10.55 (Alaska Entity Transactions Act), a person may become a partner only with the consent of all the partners.

 (j) A difference arising as to a matter in the ordinary course of business of a partnership may be decided by a majority of the partners. An act outside the ordinary course of business of a partnership and an amendment to the partnership agreement may be undertaken only with the consent of all the partners.

 (k) This section does not affect the obligations of a partnership to other persons under AS 32.06.301.




Sec. 32.06.402. Distributions in kind.
A partner does not have a right to receive, and may not be required to accept, a distribution in kind.


Sec. 32.06.403. Partner’s rights and duties with respect to information.
 (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 period during which they were partners. The right of access provides the opportunity to inspect and copy records during ordinary business hours. A partnership may impose a reasonable charge covering the costs of labor and material for copies of documents furnished.

 (c) Each partner and the partnership shall furnish to a partner, and to the legal representative of a deceased partner or partner under legal disability
     (1) without demand, any information concerning the partnership’s business and affairs reasonably required for the proper exercise of the partner’s rights and duties under the partnership agreement or this chapter; and

     (2) on demand, any other information concerning the partnership’s business and affairs, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances.




Sec. 32.06.404. General standards of partner’s conduct.
 (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 account to the partnership and hold as trustee for it any property, profit, or benefit derived by the partner in the conduct and winding up of the partnership business or derived from a use by the partner of partnership property, including the appropriation of a partnership opportunity;

     (2) to refrain from dealing with the partnership in the conduct or winding up of the partnership business as or on behalf of a party having an interest adverse to the partnership; and

     (3) to refrain from competing with the partnership in the conduct of the partnership business before the dissolution of the partnership.

 (c) A partner’s duty of care to the partnership and the other partners in the conduct and winding up of the partnership business is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law.

 (d) A partner shall discharge the duties to the partnership and the other partners under this chapter and the duties under the partnership agreement and exercise any rights in accordance with the obligation of good faith and fair dealing.

 (e) Each partner does not violate a duty or obligation under this chapter or under the partnership agreement merely because the partner’s conduct furthers the partner’s own interest.

 (f) A partner may lend money to and transact other business with the partnership, and the rights and obligations of the partner are the same with regard to the loan or transaction as the rights and obligations of a person who is not a partner, subject to other applicable law.

 (g) This section applies to a person winding up the partnership business as the personal or legal representative of the last surviving partner as if the person were a partner.




Sec. 32.06.405. Actions by partnership and partners.
 (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 equitable relief, with or without an accounting of partnership business, to enforce
     (1) the partner’s rights under the partnership agreement;

     (2) the partner’s rights under this chapter, including the partner’s
          (A) rights under AS 32.06.401, 32.06.403, or 32.06.404;

          (B) right on dissociation to have the partner’s interest in the partnership purchased under AS 32.06.701 or to enforce any other right under AS 32.06.601 — 32.06.603 or 32.06.701 — 32.06.705; or

          (C) right to compel a dissolution and winding up of the partnership business under AS 32.06.801 or to enforce another right under AS 32.06.801 — 32.06.807; or

     (3) the rights and otherwise protect the interests of the partner, including rights and interests arising independently of the partnership relationship.

 (c) The accrual of, and any time limitation on, a right of action for a remedy under this section are governed by other law. A right to an accounting upon a dissolution and winding up does not revive a claim barred by law.




Sec. 32.06.406. Continuation of partnership beyond definite term or particular undertaking.
 (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 the extent consistent with a partnership at will.

 (b) If the partners, or the partners who habitually acted in the business during the term or undertaking, continue the business without a settlement or liquidation of the partnership, the partners continuing the business are presumed to have agreed that the partnership will continue.




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 does not have an interest in partnership property that can be transferred, either voluntarily or involuntarily.


Sec. 32.06.502. Partner’s transferable interest in partnership.
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 or not transferable, is personal property.


Sec. 32.06.503. Transfer of partner’s transferable interest.
 (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 the partnership, entitle the transferee during the continuance of the partnership to participate in the management or conduct of the partnership business, to require access to information concerning partnership transactions, or to inspect or copy the partnership records.

 (b) A transferee of a partner’s transferable interest in the partnership has a right to
     (1) receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled;

     (2) receive upon the dissolution and winding up of the partnership business, in accordance with the transfer, the net amount otherwise distributable to the transferor; and

     (3) seek under AS 32.06.801(6) a judicial determination that it is equitable to wind up the partnership business.

 (c) In a dissolution and winding up, a transferee is entitled to an account of partnership transactions only from the date of the latest account agreed to by all of the partners.

 (d) Upon transfer, the transferor retains the rights and duties of a partner other than the interest in distributions transferred.

 (e) A partnership is not required to give effect to a transferee’s rights under this section until it has notice of the transfer.

 (f) A transfer of a partner’s transferable interest in the partnership in violation of a restriction on transfer contained in the partnership agreement is ineffective as to a person having notice of the restriction at the time of transfer.




Sec. 32.06.504. Partner’s transferable interest subject to charging order.
 (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 become due to the judgment debtor in respect of the partnership and make all other orders, directions, accounts, and inquiries the judgment debtor might have made or that the circumstances of the case may require.

 (b) A charging order constitutes a lien on the judgment debtor’s transferable interest in the partnership. The court may order a foreclosure of the interest subject to the charging order at any time. The purchaser at the foreclosure sale has the rights of a transferee.

 (c) At any time before foreclosure, an interest charged may be redeemed
     (1) by the judgment debtor;

     (2) with property other than partnership property by one or more of the other partners; or

     (3) with partnership property by one or more of the other partners with the consent of all of the partners whose interests are not charged.

 (d) This chapter does not deprive a partner of a right under exemption laws with respect to the partner’s interest in the partnership.

 (e) This section provides the exclusive remedy by which a judgment creditor of a partner or partner’s transferee may satisfy a judgment out of the judgment debtor’s transferable interest in the partnership.




Article 5. Partner’s Dissociation.


Sec. 32.06.601. Events causing partner’s dissociation.
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 agreement as causing the partner’s dissociation;

     (3) the partner’s expulsion under the partnership agreement;

     (4) the partner’s expulsion by the unanimous vote of the other partners if
          (A) it is unlawful to carry on the partnership business with that partner;

          (B) there has been a transfer of all or substantially all of that partner’s transferable interest in the partnership, other than a transfer for security purposes, or a court order charging the partner’s interest that has not been foreclosed;

          (C) within 90 days after the partnership notifies a corporate partner that it will be expelled because the corporate partner has filed a certificate of dissolution or the equivalent, the corporate partner’s charter has been revoked, or the corporate partner’s right to conduct business has been suspended by the jurisdiction of its incorporation, the certificate of dissolution is not revoked or the charter or right to conduct business is not reinstated; or

          (D) the partner is a partnership that has been dissolved and its business is being wound up;

     (5) on application by the partnership or another partner, the partner’s expulsion by judicial determination because the partner
          (A) engaged in wrongful conduct that adversely and materially affected the partnership business;

          (B) wilfully or persistently committed a material breach of the partnership agreement or of a duty owed to the partnership or the other partners under AS 32.06.404; or

          (C) engaged in conduct relating to the partnership business that makes it not reasonably practicable to carry on the business in partnership with the partner;

     (6) the partner
          (A) becomes a debtor in bankruptcy;

          (B) executes an assignment for the benefit of creditors;

          (C) seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of that partner or of all or substantially all of that partner’s property; or

          (D) fails, within 90 days after the appointment, to have vacated or stayed the appointment of a trustee, receiver, or liquidator of the partner or of all or substantially all of the partner’s property, obtained without the partner’s consent or acquiescence, or fails within 90 days after the expiration of a stay to have the appointment vacated;

     (7) in the case of a partner who is an individual,
          (A) the partner’s death;

          (B) the appointment of a guardian or general conservator for the partner; or

          (C) a judicial determination that the partner has otherwise become incapable of performing the partner’s duties under the partnership agreement;

     (8) in the case of a partner that is a trust or is acting as a partner by virtue of being a trustee of a trust, distribution of the trust’s entire transferable interest in the partnership, but the substitution of a successor trustee does not by itself qualify as a distribution under this paragraph;

     (9) in the case of a partner that is an estate or is acting as a partner by virtue of being a personal representative of an estate, distribution of the estate’s entire transferable interest in the partnership, but the substitution of a successor personal representative does not by itself qualify as a distribution under this paragraph; or

     (10) termination of a partner who is not an individual, a partnership, a corporation, a trust, or an estate.




Sec. 32.06.602. Partner’s power to dissociate; wrongful dissociation.
 (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 partnership for a definite term or particular undertaking, before the expiration of the term or the completion of the undertaking,
          (A) the partner withdraws by express will, unless the withdrawal follows within 90 days after another partner’s dissociation by death or otherwise under AS 32.06.601(6) — (10) or wrongful dissociation under this subsection;

          (B) the partner is expelled by judicial determination under AS 32.06.601(5);

          (C) the partner is dissociated by becoming a debtor in bankruptcy; or

          (D) in the case of a partner who is not an individual, a trust other than a business trust, or an estate, the partner is expelled or otherwise dissociated because it wilfully dissolved or terminated.

 (c) A partner who wrongfully dissociates is liable to the partnership and to the other partners for damages caused by the dissociation. The liability is in addition to any other obligation of the partner to the partnership or to the other partners.




Sec. 32.06.603. Effect of partner’s dissociation.
 (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 of the partnership business terminates, except as otherwise provided in AS 32.06.803;

     (2) duty of loyalty under AS 32.06.404(b)(3) terminates; and

     (3) duty of loyalty under AS 32.06.404(b)(1) and (2) and duty of care under AS 32.06.404(c) continue only with regard to matters arising and events occurring before the partner’s dissociation unless the partner participates in winding up the partnership’s business under AS 32.06.803.




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 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 under (b) of this section.

 (b) The buy-out price of a dissociated partner’s interest is the amount that would have been distributable to the dissociating partner under AS 32.06.807(b) if, on the date of dissociation, the assets of the partnership were sold at a price equal to the greater of the liquidation value or the value based on a sale of the entire business as a going concern without the dissociated partner and if the partnership were wound up as of that date. Interest must be paid from the date of dissociation to the date of payment.

 (c) Damages for wrongful dissociation under AS 32.06.602(b), and all other amounts owing, whether or not presently due, from the dissociated partner to the partnership must be offset against the buy-out price. Interest must be paid from the date the amount owed becomes due to the date of payment.

 (d) A partnership shall indemnify against all partnership liabilities a dissociated partner whose interest is being purchased, whether the liabilities are incurred before or after the dissociation, except liabilities incurred by an act of the dissociated partner under AS 32.06.702.

 (e) If an agreement for the purchase of a dissociated partner’s interest is not reached within 120 days after a written demand for payment, the partnership shall pay, or cause to be paid, in cash to the dissociated partner the amount the partnership estimates to be the buy-out price and accrued interest, reduced by any offsets and accrued interest under (c) of this section.

 (f) If a deferred payment is authorized under (h) of this section, the partnership may tender a written offer to pay the amount it estimates to be the buy-out price and accrued interest, reduced by any offsets under (c) of this section, stating the time of payment, the amount and type of security for payment, and the other terms and conditions of the obligation.

 (g) The payment or tender required by (e) or (f) of this section must be accompanied by
     (1) a statement of partnership assets and liabilities as of the date of dissociation;

     (2) the latest available partnership balance sheet and income statement, if any;

     (3) an explanation of how the estimated amount of the payment was calculated; and

     (4) written notice that the payment is in full satisfaction of the obligation to purchase unless, within 120 days after the written notice, the dissociated partner commences an action to determine the buy-out price, any offsets under (c) of this section, or other terms of the obligation to purchase.

 (h) A partner who wrongfully dissociates before the expiration of a definite term or the completion of a particular undertaking is not entitled to payment of any portion of the buy-out price until the expiration of the term or completion of the undertaking unless the partner establishes to the satisfaction of a court that earlier payment will not cause undue hardship to the business of the partnership. A deferred payment must be adequately secured and bear interest.

 (i) A dissociated partner may maintain an action against the partnership under AS 32.06.405(b)(2)(B) to determine the buy-out price of that partner’s interest, any offsets under (c) of this section, or other terms of the obligation to purchase. The action must be commenced within 120 days after the partnership has tendered payment or an offer to pay or within one year after written demand for payment if a payment or offer to pay is not tendered. The court shall determine the buy-out price of the dissociated partner’s interest, any offset due under (c) of this section, and accrued interest and enter judgment for any additional payment or refund. If deferred payment is authorized under (h) of this section, the court shall also determine the security for payment and other terms of the obligation to purchase. The court may assess attorney fees and costs under its court rules.




Sec. 32.06.702. Dissociated partner’s power to bind and liability to partnership.
 (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 would have bound the partnership under AS 32.06.301 before dissociation only if, at the time of entering into the transaction, the other party
     (1) reasonably believed that the dissociated partner was then a partner;

     (2) did not have notice of the partner’s dissociation; and

     (3) is not considered to have had knowledge under AS 32.06.303(e) or notice under AS 32.06.704(c).

 (b) A dissociated partner is liable to the partnership for damage that is caused to the partnership by an obligation incurred by the dissociated partner after dissociation and for which the partnership is liable under (a) of this section.




Sec. 32.06.703. Dissociated partner’s liability to other persons.
 (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 section.

 (b) A partner who dissociates without the dissociation resulting in a dissolution and winding up of the partnership business is liable as a partner to the other party in a transaction entered into by the partnership, or a surviving partnership under AS 32.06.905 — 32.06.908, within two years after the partner’s dissociation only if the partner is liable for the obligation under AS 32.06.306 and, at the time of entering into the transaction, the other party
     (1) reasonably believed that the dissociated partner was then a partner;

     (2) did not have notice of the partner’s dissociation; and

     (3) is not considered to have had knowledge under AS 32.06.303(e) or notice under AS 32.06.704(c).

 (c) By agreement with the partnership creditor and the partners continuing the business, a dissociated partner may be released from liability for a partnership obligation.

 (d) A dissociated partner is released from liability for a partnership obligation if a partnership creditor, with notice of the partner’s dissociation but without the partner’s consent, agrees to a material alteration in the nature or time of payment of a partnership obligation.




Sec. 32.06.704. Statement of dissociation.
 (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 purposes of AS 32.06.303(d) and (e).

 (c) In AS 32.06.702(a)(3) and 32.06.703(b)(3), a person who is not a partner is considered to have notice of the dissociation 90 days after the statement of dissociation is filed.




Sec. 32.06.705. Continued use of partnership name.
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.


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 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 partner’s express will to withdraw as a partner, or on a later date specified by the partner;

     (2) in a partnership for a definite term or particular undertaking,
          (A) within 90 days after a partner’s dissociation by death or by other event under AS 32.06.601(6) — (10) or by wrongful dissociation under AS 32.06.602(b), at least one-half of the remaining partners state their express will to wind up the partnership business; in this subparagraph, a partner’s rightful dissociation under AS 32.06.602(b)(2)(A) constitutes the expression of that partner’s will to wind up the partnership business;

          (B) the express will of all of the partners to wind up the partnership business; or

          (C) the expiration of the term or the completion of the undertaking;

     (3) an event agreed to in the partnership agreement resulting in the winding up of the partnership business;

     (4) an event that makes it unlawful for all or substantially all of the business of the partnership to be continued, but a cure of illegality within 90 days after notice to the partnership of the event is effective retroactively to the date of the event for purposes of this section;

     (5) on application by a partner, a judicial determination that
          (A) the economic purpose of the partnership is likely to be unreasonably frustrated;

          (B) another partner has engaged in conduct relating to the partnership business that makes it not reasonably practicable to carry on the business in partnership with that partner; or

          (C) it is not otherwise reasonably practicable to carry on the partnership business in conformity with the partnership agreement; or

     (6) on application by a transferee of a partner’s transferable interest, a judicial determination that it is equitable to wind up the partnership business
          (A) after the expiration of the term or completion of the undertaking if the partnership was for a definite term or particular undertaking at the time of the transfer or entry of the charging order that gave rise to the transfer; or

          (B) at any time if the partnership was a partnership at will at the time of the transfer or entry of the charging order that gave rise to the transfer.




Sec. 32.06.802. Partnership continuation after dissolution.
 (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 winding up of its business is completed, all of the partners, including any dissociating partner other than a wrongfully dissociating partner, may waive the right to have the partnership’s business wound up and the partnership terminated. In that event,
     (1) the partnership resumes carrying on its business as if dissolution had never occurred, and any liability incurred by the partnership or a partner after the dissolution and before the waiver is determined as if dissolution had never occurred; and

     (2) the rights of a third party accruing under AS 32.06.804(1) or arising out of conduct in reliance on the dissolution before the third party knew or received a notification of the waiver may not be adversely affected.




Sec. 32.06.803. Winding up partnership business.
 (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 of the winding up.

 (b) The legal representative of the last surviving partner may wind up a partnership’s business.

 (c) A person winding up a partnership’s business may preserve the partnership business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or administrative, settle and close the partnership’s business, dispose of and transfer the partnership’s property, discharge the partnership’s liabilities, distribute the assets of the partnership under AS 32.06.807, settle disputes by mediation or arbitration, and perform other necessary acts.




Sec. 32.06.804. Partner’s power to bind partnership after dissolution.
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 notice of the dissolution.




Sec. 32.06.805. Statement of dissolution.
 (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 partnership authority for the purposes of AS 32.06.303(d) and is a limitation on authority under AS 32.06.303(e).

 (c) Under AS 32.06.301 and 32.06.804, a person who is not a partner is considered to have notice of the dissolution and the limitation on the partners’ authority as a result of the statement of dissolution 90 days after it is filed.

 (d) After filing and, if appropriate, recording a statement of dissolution, a dissolved partnership may file and, if appropriate, record a statement of partnership authority that will operate with respect to a person who is not a partner under AS 32.06.303(d) and (e) in any transaction, whether or not the transaction is appropriate for winding up the partnership business.




Sec. 32.06.806. Partner’s liability to other partners after dissolution.
 (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 liability under AS 32.06.804(2) by an act that is not appropriate for winding up the partnership business is liable to the partnership for any damage caused to the partnership arising from the liability.




Sec. 32.06.807. Settlement of accounts and contributions among partners.
 (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 surplus must be applied to pay in cash the net amount distributable to partners in accordance with their right to distributions under (b) of this section.

 (b) Each partner is entitled to a settlement of all partnership accounts upon winding up the partnership business. In settling accounts among the partners, the profits and losses that result from the liquidation of the partnership assets must be credited and charged to the partners’ accounts. The partnership shall make a distribution to a partner in an amount equal to any excess of the credits over the charges in the partner’s account. A partner shall contribute to the partnership an amount equal to any excess of the charges over the credits in the partner’s account, but excluding from the calculation charges attributable to an obligation for which the partner is not personally liable under AS 32.06.306.

 (c) If a partner fails to contribute, all of the other partners shall contribute the full amount required under (b) of this section, in the proportions in which those partners share partnership losses, the additional amount necessary to satisfy the partnership obligations for which the partners are personally liable under AS 32.06.306. A partner or partner’s legal representative may recover from the other partners any contributions the partner makes to the extent the amount contributed exceeds that partner’s share of the partnership obligations for which the partner is personally liable under AS 32.06.306.

 (d) After the settlement of accounts, each partner shall contribute, in the proportion in which the partner shares partnership losses, the amount necessary to satisfy partnership obligations that were not known at the time of the settlement and for which the partner is personally liable under AS 32.06.306.

 (e) The estate of a deceased partner is liable for the partner’s obligation to contribute to the partnership.

 (f) An assignee for the benefit of creditors of a partnership or a partner, or a person appointed by a court to represent creditors of a partnership or a partner, may enforce a partner’s obligation to contribute to the partnership.




Article 8. Conversions and Mergers.


Sec. 32.06.902. Conversion of partnership to limited partnership. [Repealed, § 29 ch 60 SLA 2013.]
Sec. 32.06.903. Conversion of limited partnership to partnership. [Repealed, § 29 ch 60 SLA 2013.]
Sec. 32.06.904. Effect of conversion; entity unchanged. [Repealed, § 29 ch 60 SLA 2013.]
Sec. 32.06.905. Merger of partnerships.
 (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 partnerships will merge;

     (3) the terms and conditions of the merger;

     (4) the manner and basis of converting all or part of the interests of each party to the merger into interests or obligations of the surviving entity or into money or other property; and

     (5) the street address of the surviving entity’s chief executive office.

 (c) The plan of merger must be approved by all of the partners or a number or percentage specified for merger in the partnership agreement.

 (d) After a plan of merger is approved and before the merger takes effect, the plan may be amended or abandoned as provided in the plan.

 (e) The merger takes effect on the later of
     (1) the approval of the plan of merger by all parties to the merger under (c) of this section;

     (2) the filing of all documents required by law to be filed as a condition to the effectiveness of the merger; or

     (3) an effective date specified in the plan of merger.

 (f) A merger in which a partnership and another form of entity are parties is governed by AS 10.55 (Alaska Entity Transactions Act).




Sec. 32.06.906. Effect of merger.
 (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 partnership that is a party to the merger become the obligations of the surviving partnership; and

     (4) an action or proceeding pending against a partnership that is a party to the merger may be continued as if the merger had not occurred, or the surviving partnership may be substituted as a party to the action or proceeding.

 (b) The commissioner is the agent for service of process in an action or proceeding against a surviving foreign partnership to enforce an obligation of a domestic partnership that is a party to a merger. The surviving partnership shall promptly notify the department of the mailing address of its chief executive office and of any change of address. Upon receipt of process, the department shall mail a copy of the process to the surviving foreign partnership.

 (c) A partner of the surviving partnership is liable for
     (1) all obligations of a party to the merger for which the partner was personally liable before the merger;

     (2) all obligations of the surviving partnership incurred before the merger by a party to the merger and not covered by (1) of this subsection, but the obligations under this paragraph may be satisfied only out of property of the surviving partnership; and

     (3) except as otherwise provided in AS 32.06.306, all obligations of the surviving partnership incurred after the merger takes effect.

 (d) If the obligations incurred before the merger by a party to the merger are not satisfied out of the property of the surviving partnership, the general partners of the party to the merger immediately before the effective date of the merger shall contribute the amount necessary to satisfy the party’s obligations to the surviving partnership in the manner provided in AS 32.06.807 as if the merged party were dissolved.

 (e) As of the date the merger takes effect, a partner of a party to a merger who does not become a partner of the surviving partnership is dissociated from the entity of which that partner was a partner. A surviving partnership is bound under AS 32.06.702 by an act of a general partner dissociated under this subsection, and the partner is liable under AS 32.06.703 for transactions entered into by the surviving partnership after the merger takes effect.




Sec. 32.06.907. Statement of merger.
 (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 partnership into which the other partnerships are merged; and

     (3) the street address of the surviving partnership’s chief executive office and of any office in this state.

 (c) Except as otherwise provided in (d) of this section, in AS 32.06.302, property of the surviving partnership that, before the merger, was held in the name of another party to the merger is property held in the name of the surviving partnership upon filing a statement of merger.

 (d) In AS 32.06.302, real property of the surviving partnership that, before the merger, was held in the name of another party to the merger is property held in the name of the surviving partnership upon recording a certified copy of the statement of merger in the office for recording transfers of the real property.

 (e) A filed and, if appropriate, recorded statement of merger, executed and declared to be accurate under AS 32.06.970(c), stating the name of a partnership that is a party to the merger in whose name property was held before the merger and the name of the surviving partnership, but not containing all of the other information required by (b) of this section, operates with respect to the partnerships named to the extent provided in (c) and (d) of this section.




Sec. 32.06.908. Nonexclusivity.
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.


Sec. 32.06.909. Definitions for AS 32.06.902 — 32.06.908. [Repealed, § 29 ch 60 SLA 2013.]

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 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 partnership agreement that expressly considers obligations to contribute to the partnership, by the vote necessary to amend those contribution provisions.

 (c) After the approval required by (b) of this section, a partnership may become a limited liability partnership by filing a statement of qualification. The statement must contain
     (1) the name of the partnership;

     (2) the street address of the partnership’s chief executive office and, if different, the street address of an office in this state, if any;

     (3) if the partnership does not have an office in this state, the name and street address of the partnership’s agent for service of process;

     (4) a statement that the partnership elects to be a limited liability partnership; and

     (5) a deferred effective date, if any.

 (d) The agent of a limited liability partnership for service of process must be an individual who is a resident of this state or a person authorized to do business in this state.

 (e) The status of a partnership as a limited liability partnership is effective on the later of the filing of the statement or a date specified in the statement. The status remains effective, regardless of changes in the partnership, until it is cancelled under AS 32.06.970(d) or revoked under AS 32.06.913.

 (f) The status of a partnership as a limited liability partnership and the liability of its partners are not affected by errors or later changes in the information required to be contained in the statement of qualification under (c) of this section.

 (g) The filing of a statement of qualification establishes that a partnership has satisfied all conditions precedent to the qualification of the partnership as a limited liability partnership.

 (h) An amendment or cancellation of a statement of qualification is effective when it is filed or on a deferred effective date specified in the amendment or cancellation.




Sec. 32.06.912. Name.
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.”


Sec. 32.06.913. Biennial report; revocation of qualification.
 (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 under whose laws the foreign limited liability partnership is formed;

     (2) the street address of the partnership’s chief executive office and, if different, the street address of an office of the partnership in this state, if any; and

     (3) if the partnership does not have an office in this state, the name and street address of the partnership’s current agent for service of process.

 (b) A biennial report is due before January 2 of the filing year. A partnership filing a statement of qualification or a foreign partnership becoming authorized to transact business in this state during an even-numbered year shall file the biennial report each even-numbered year. A partnership filing a statement of qualification or a foreign partnership becoming authorized to transact business in this state during an odd-numbered year shall file the biennial report each odd-numbered year. The biennial report is delinquent if not filed before February 1 of each odd or even-numbered year as provided in this subsection.

 (c) The department may revoke the statement of qualification of a partnership that fails to file a biennial report when due or pay the required filing fee. To revoke, the department shall provide the partnership at least 60 days’ written notice of intent to revoke the statement. The notice must be mailed to the partnership at its chief executive office stated in the last filed statement of qualification or biennial report. The notice must specify the biennial report that has not been filed or the fee that has not been paid, and the effective date of the revocation. The revocation is not effective if the biennial report is filed and the fee is paid before the effective date of the revocation.

 (d) A revocation under (c) of this section only affects a partnership’s status as a limited liability partnership and is not an event of dissolution of the partnership.

 (e) A partnership whose statement of qualification has been revoked may apply to the department for reinstatement within two years after the effective date of the revocation. The application must state
     (1) the name of the partnership and the effective date of the revocation; and

     (2) that the ground for revocation either did not exist or has been corrected.

 (f) A reinstatement under (e) of this section relates back to and takes effect on the effective date of the revocation, and the partnership’s status as a limited liability partnership continues as if the revocation had never occurred.




Sec. 32.06.921. Law governing foreign limited liability partnerships.
 (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 may not be denied a statement of foreign qualification by reason of any difference between the law under which the partnership was formed and the law of this state.

 (c) A statement of foreign qualification does not authorize a foreign limited liability partnership to engage in a business or exercise a power that a partnership may not engage in or exercise in this state as a limited liability partnership.




Sec. 32.06.922. Statement of foreign qualification.
 (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 jurisdiction under whose law it is formed and ends with “Registered Limited Liability Partnership,” “Limited Liability Partnership,” “R.L.L.P.,” “L.L.P.,” “RLLP,” or “LLP”;

     (2) the street address of the partnership’s chief executive office and, if different, the street address of an office of the partnership in this state, if any;

     (3) if there is not an office of the partnership in this state, the name and street address of the partnership’s agent for service of process; and

     (4) a deferred effective date, if any.

 (b) The agent of a foreign limited liability company for service of process must be an individual who is a resident of this state or a person authorized to do business in this state.

 (c) The status of a partnership as a foreign limited liability partnership is effective on the later of the filing of the statement of foreign qualification or a date specified in the statement. The status remains effective, regardless of changes in the partnership, until it is cancelled under AS 32.06.970(d) or revoked under AS 32.06.913.

 (d) An amendment or cancellation of a statement of foreign qualification is effective when it is filed or on a deferred effective date specified in the amendment or cancellation.




Sec. 32.06.923. Effect of failure to have statement of foreign qualification.
 (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 statement of foreign qualification does not impair the validity of a contract or act of the foreign limited liability partnership or preclude it from defending an action or proceeding in this state.

 (c) A limitation on personal liability of a partner is not waived solely by transacting business in this state without a statement of foreign qualification.

 (d) If a foreign limited liability partnership transacts business in this state without a statement of foreign qualification, the commissioner is its agent for service of process with respect to a right of action arising out of the transaction of business in this state.




Sec. 32.06.924. Activities not constituting transacting business.
 (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 concerning its internal affairs;

     (3) maintaining bank accounts;

     (4) maintaining offices or agencies for the transfer, exchange, and registration of the partnership’s own securities or maintaining trustees or depositories for those securities;

     (5) selling through independent contractors;

     (6) soliciting or obtaining orders, whether by mail or through employees or agents or by another method, if the orders require acceptance outside this state before they become contracts;

     (7) creating or acquiring indebtedness, with or without a mortgage, or other security interest in property;

     (8) collecting debts or foreclosing mortgages or other security interests in property securing the debts, and holding, protecting, and maintaining property so acquired;

     (9) conducting an isolated transaction that is completed within 30 days and is not one transaction in the course of similar transactions; and

     (10) transacting business in interstate commerce.

 (b) In AS 32.06.921 — 32.06.925, the ownership in this state of income-producing real property or tangible personal property, other than property excluded under (a) of this section, constitutes transacting business in this state.

 (c) This section does not apply in determining the contacts or activities that may subject a foreign limited liability partnership to service of process, taxation, or regulation under another law of this state.




Sec. 32.06.925. Action by attorney general.
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.


Article 10. Miscellaneous Provisions.


Sec. 32.06.955. Knowledge and notice.
 (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 person notifies or gives a notification to another person by taking steps reasonably required to inform the other person in the ordinary course of business, whether or not the other person learns of it.

 (d) A person receives a notification when the notification
     (1) comes to the person’s attention; or

     (2) is duly delivered at the person’s place of business or at any other place held out by the person as a place for receiving communications.

 (e) Except as otherwise provided in (f) of this section, a person other than an individual knows, has notice, or receives a notification of a fact for purposes of a particular transaction when the individual conducting the transaction knows, has notice of, or receives a notification of the fact, or in any event when the fact would have been brought to the individual’s attention if the person had exercised reasonable diligence. The person exercises reasonable diligence if the person maintains reasonable routines for communicating significant information to the individual conducting the transaction and there is reasonable compliance with the routines. Reasonable diligence does not require an individual acting for the person to communicate information unless the communication is part of the individual’s regular duties or the individual has reason to know of the transaction and that the transaction would be materially affected by the information.

 (f) A partner’s knowledge, notice, or receipt of a notification of a fact relating to the partnership is effective immediately as knowledge by, notice to, or receipt of a notification by the partnership, except in the case of a fraud on the partnership committed by or with the consent of that partner.




Sec. 32.06.960. Effect of partnership agreement; nonwaivable provisions.
 (a) Except as otherwise provided in (b) of this section, relations between and among the partners and between the partners and the partnership are governed by the partnership agreement. To the extent the partnership agreement does not otherwise provide, this chapter governs relations between and among the partners and between the partners and the partnership.

 (b) The partnership agreement may not
     (1) vary the rights and duties under AS 32.06.970 except to eliminate the duty to provide copies of statements to all of the partners;

     (2) unreasonably restrict the right of access to records under AS 32.06.403(b);

     (3) eliminate the duty of loyalty under AS 32.06.404(b) or 32.06.603(b)(3), but
          (A) the partnership agreement may identify specific types or categories of activities that do not violate the duty of loyalty, if not manifestly unreasonable; or

          (B) all of the partners or a number or percentage specified in the partnership agreement may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty;

     (4) unreasonably reduce the duty of care under AS 32.06.404(c) or 32.06.603(b)(3);

     (5) eliminate the obligation of good faith and fair dealing under AS 32.06.404(d), but the partnership agreement may prescribe the standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable;

     (6) vary the power to dissociate as a partner under AS 32.06.602(a), except to require the notice under AS 32.06.601(1) to be in writing;

     (7) vary the right of a court to expel a partner in the events specified in AS 32.06.601(5);

     (8) vary the requirement to wind up the partnership business in cases under AS 32.06.801(4), (5), or (6);

     (9) vary the law applicable to a limited liability partnership under AS 32.06.975(b); or

     (10) restrict rights of third parties under this chapter.




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

 (b) If an obligation to pay interest arises under this chapter and the rate is not specified, the rate is governed by AS 45.45.010.




Sec. 32.06.970. Execution, filing, recording, amendment, and cancellation of statements.
 (a) A statement may be filed with the department. A certified copy of a statement that is filed in an office in another state may be filed with the department. Either filing has the effect provided in this chapter with respect to partnership property located in or transactions that occur in this state.

 (b) A certified copy of a statement that has been filed with the department and recorded in the office for recording transfers of real property has the effect provided for recorded statements in this chapter. A recorded statement that is not a certified copy of a statement filed with the department does not have the effect provided for recorded statements in this chapter.

 (c) A statement filed by a partnership must be executed by at least two partners. Other statements must be executed by a partner or other person authorized by this chapter. An individual who executes a statement as, or on behalf of, a partner or other person named as a partner in a statement shall personally declare under penalty of perjury that the contents of the statement are accurate.

 (d) A person authorized by this chapter to file a statement may amend or cancel the statement by filing an amendment or cancellation that names the partnership, identifies the statement, and states the substance of the amendment or cancellation.

 (e) A person who files a statement under this section shall promptly send a copy of the statement to every nonfiling partner and to any other person named as a partner in the statement. Failure to send a copy of a statement to a partner or other person does not limit the effectiveness of the statement as to a person who is not a partner.

 (f) The department may collect a fee for filing or providing a certified copy of a statement.




Sec. 32.06.975. Governing law.
 (a) Except as otherwise provided in (b) of this section, the law of the jurisdiction where a partnership has its chief executive office governs the relations between and among the partners and between the partners and the partnership.

 (b) The law of this state governs relations between and among the partners and between the partners and the partnership and the liability of partners for an obligation of a limited liability partnership.




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


Article 11. General Provisions.


Sec. 32.06.990. Uniformity of application and construction.
This chapter shall be applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this chapter among states enacting it.


Sec. 32.06.995. Definitions.
In this chapter, unless the context indicates otherwise,
     (1) “business” includes a trade, an occupation, or a profession;

     (2) “commissioner” means the commissioner of commerce, community, and economic development;

     (3) “debtor in bankruptcy” means a person who is the subject of
          (A) an order for relief under 11 U.S.C. (Bankruptcy Code) or a comparable order under a successor statute of general application; or

          (B) a comparable order under federal, state, or foreign law governing insolvency;

     (4) “department” means the Department of Commerce, Community, and Economic Development;

     (5) “distribution” means a transfer of money or other property from a partnership to a partner in the partner’s capacity as a partner or to the partner’s transferee;

     (6) “domestic partnership” means a partnership whose internal relations are governed by the laws of this state;

     (7) “foreign limited liability partnership” means a partnership that
          (A) is formed under laws other than the laws of this state; and

          (B) has the status of a limited liability partnership under those laws;

     (8) “foreign partnership” means a partnership other than a domestic partnership;

     (9) “limited liability partnership” or “domestic limited liability partnership” means a partnership that has filed a statement of qualification under AS 32.06.911 and does not have a similar statement in effect in another jurisdiction;

     (10) “partnership” means an association of two or more persons to carry on as co-owners a business for profit formed under AS 32.06.202, predecessor law, or a comparable law of another jurisdiction;

     (11) “partnership agreement” means the agreement, whether written, oral, or implied, among the partners concerning the partnership, including amendments to the partnership agreement;

     (12) “partnership at will” means a partnership in which the partners have not agreed to remain partners until the expiration of a definite term or the completion of a particular undertaking;

     (13) “partnership interest” or “partner’s interest in the partnership” means all of a partner’s interests in the partnership, including the partner’s transferable interest and all management and other rights;

     (14) “person” means an individual, corporation, business trust, estate, trust, partnership, association, joint venture, government, governmental subdivision, agency, or instrumentality, or any other legal or commercial entity;

     (15) “property” means all property, including real, personal, mixed, tangible, or intangible property, or an interest in property;

     (16) “state” means a state of the United States, the District of Columbia, the Commonwealth of Puerto Rico, or a territory or insular possession subject to the jurisdiction of the United States;

     (17) “statement” means a statement of partnership authority under AS 32.06.303, a statement of denial under AS 32.06.304, a statement of dissociation under AS 32.06.704, a statement of dissolution under AS 32.06.805, a statement of merger under AS 32.06.907, a statement of qualification under AS 32.06.911, a statement of foreign qualification under AS 32.06.922, or an amendment or cancellation of any of the foregoing;

     (18) “surviving partnership” means a domestic or foreign partnership into which one or more domestic or foreign partnerships are merged, whether or not preexisting the merger or created by the merger;

     (19) “transfer” includes an assignment, conveyance, lease, mortgage, deed, and encumbrance.




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


Chapter 10. Uniform Limited Partnership Act.

[Repealed, § 2 ch 128 SLA 1992. For present provisions, see AS 32.11.]

Article 1. Formation and Conversion to Limited Partnership.


Chapter 11. Uniform Limited Partnership Act.

Sec. 32.11.010. Formation of limited partnership.
 (a) In order to form a limited partnership, a certificate of limited partnership shall be executed and filed with the Department of Commerce, Community, and Economic Development. The certificate must set out
     (1) the name of the limited partnership;

     (2) the address of the office and the name and address of the agent for service of process required to be maintained by AS 32.11.830;

     (3) the name and business address of each general partner; and

     (4) other matters the general partners determine to include.

 (b) A limited partnership is formed at the time of the filing of the certificate of limited partnership with the department or at a later time specified in the certificate of limited partnership if, in either case, there has been substantial compliance with the requirements of this section.




Sec. 32.11.020. Amendment to certificate; restated certificate.
 (a) A certificate of limited partnership is amended by filing a certificate of amendment with the department. The certificate must set out
     (1) the name of the limited partnership;

     (2) the date of filing the certificate to be amended; and

     (3) the amendment to the certificate.

 (b) Within 30 days after the following events, an amendment to a certificate of limited partnership reflecting the occurrence of the event or events shall be filed:
     (1) the admission of a new general partner;

     (2) the withdrawal of a general partner; or

     (3) the continuation of the business under AS 32.11.370 after an event of withdrawal of a general partner.

 (c) A general partner who becomes aware that a statement in a certificate of limited partnership was false when made or that an arrangement or other fact described has changed, making the certificate inaccurate, shall promptly amend the certificate.

 (d) A certificate of limited partnership may be amended at any time for any other proper purpose the general partners determine.

 (e) A person may not be held liable because an amendment to a certificate of limited partnership has not been filed to reflect the occurrence of an event referred to in (b) of this section if the amendment is filed within the 30-day period specified in (b) of this section.

 (f) A restated certificate of limited partnership may be executed and filed in the same manner as a certificate of amendment.

 (g) A certificate of limited partnership may also be amended by filing a plan of merger, interest exchange, conversion, or domestication under AS 10.55 (Alaska Entity Transactions Act).




Sec. 32.11.030. Cancellation of certificate.
A certificate of limited partnership shall be canceled upon the dissolution and the commencement of winding up of the partnership or at any other time there are no limited partners. A certificate of cancellation shall be filed with the department and must set out
     (1) the name of the limited partnership;

     (2) the date of filing of its certificate of limited partnership;

     (3) the reason for filing the certificate of cancellation;

     (4) the effective date, which must be a date certain, of cancellation if it is not to be effective upon the filing of the certificate; and

     (5) other information the general partners filing the certificate determine.




Sec. 32.11.040. Execution of certificates.
 (a) Each certificate required by AS 32.11.010 — 32.11.090 to be filed with the department shall be executed in the following manner:
     (1) an original certificate of limited partnership shall be signed by all general partners;

     (2) a certificate of amendment shall be signed by at least one general partner and by each other general partner designated in the certificate as a new general partner; and

     (3) a certificate of cancellation shall be signed by all general partners.

 (b) A person may sign a certificate by an attorney-in-fact, but a power of attorney to sign a certificate relating to the admission of a general partner must specifically describe the admission.

 (c) The execution of a certificate by a general partner constitutes an affirmation under the penalty of false swearing that the facts stated are true.




Sec. 32.11.050. Execution by judicial act.
If a person required by AS 32.11.040 to execute a certificate fails or refuses to do so, a person who is adversely affected by the failure or refusal may petition the superior court to direct the execution of the certificate. If the court finds that it is proper for the certificate to be executed and that a person so designated has failed or refused to execute the certificate, it shall order the department to record an appropriate certificate.


Sec. 32.11.060. Filing with department; effect of certain filings.
 (a) An original and an exact copy of the certificate of limited partnership and of a certificate of amendment or cancellation, or of a judicial decree of amendment or cancellation, shall be delivered to the department. A person who executes a certificate as an agent or fiduciary need not exhibit evidence of the person’s authority as a prerequisite to filing. Unless the department finds that a certificate does not conform to law, upon receipt of all filing fees required by law the department shall
     (1) endorse on each original and exact copy the word “Filed” and the day, month, and year of the filing;

     (2) file the original in the department’s office; and

     (3) return the exact copy to the person who filed it or the person’s representative.

 (b) Upon the filing of a certificate of amendment or judicial decree of amendment with the department, the certificate of limited partnership is amended, and upon the effective date of a certificate of cancellation or a judicial decree of cancellation, the certificate of limited partnership is canceled.




Sec. 32.11.070. Liability for false statement in certificate.
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.




Sec. 32.11.080. Scope of notice.
The fact that a certificate of limited partnership is on file with the department is notice that the partnership is a limited partnership and the persons designated in the certificate as general partners are general partners, but it is not notice of any other fact.


Sec. 32.11.090. Delivery of certificates to limited partners.
Upon the return by the department under AS 32.11.060 of a certificate marked “Filed,” the general partners shall promptly deliver or mail a copy of the certificate of limited partnership and each certificate of amendment or cancellation to each limited partner unless the partnership agreement provides otherwise.


Sec. 32.11.095. Conversion of certain entities to a limited partnership. [Repealed, § 29 ch 60 SLA 2013.]

Article 2. Limited Partners.


Sec. 32.11.100. Admission of limited partners.
 (a) A person becomes a limited partner
     (1) at the time the limited partnership is formed; or

     (2) at a later time specified in the records of the limited partnership for becoming a limited partner.

 (b) After the filing of a limited partnership’s original certificate of limited partnership, a person may be admitted as an additional limited partner
     (1) in the case of a person acquiring a partnership interest directly from the limited partnership, upon compliance with the partnership agreement or, if the partnership agreement does not provide, upon the written consent of all partners; and

     (2) in the case of an assignee of a partnership interest of a partner who has the power under AS 32.11.350 to grant the assignee the right to become a limited partner, upon the exercise of that power and compliance with conditions limiting the grant or exercise of the power.




Sec. 32.11.110. Voting.
Subject to AS 32.11.120, the partnership agreement may grant to all or a specified group of the limited partners the right to vote on a per capita or other basis on any matter.


Sec. 32.11.120. Liability to third parties.
 (a) Except as provided in (d) of this section, a limited partner is not liable for the obligations of a limited partnership unless the limited partner is also a general partner or, in addition to the exercise of the limited partner’s rights and powers as a limited partner, the limited partner participates in the control of the business. However, if the limited partner participates in the control of the business, the limited partner is liable only to persons who transact business with the limited partnership reasonably believing, based upon the limited partner’s conduct, that the limited partner is a general partner.

 (b) A limited partner does not participate in the control of the business within the meaning of (a) of this section solely by doing one or more of the following:
     (1) being a contractor for or an agent or employee of the limited partnership or of a general partner or being an officer, director, or shareholder of a general partner that is a corporation;

     (2) consulting with and advising a general partner with respect to the business of the limited partnership;

     (3) acting as surety for the limited partnership or guaranteeing or assuming one or more specific obligations of the limited partnership;

     (4) taking any action required or permitted by law to bring or pursue a derivative action in the right of the limited partnership;

     (5) requesting or attending a meeting of partners;

     (6) proposing, approving, or disapproving, by voting or otherwise, one or more of the following matters:
          (A) the dissolution and winding up of the limited partnership;

          (B) the sale, exchange, lease, mortgage, pledge, or other transfer of all or substantially all of the assets of the limited partnership;

          (C) the incurrence of indebtedness by the limited partnership other than in the ordinary course of its business;

          (D) a change in the nature of the business;

          (E) the admission or removal of a general partner;

          (F) the admission or removal of a limited partner;

          (G) a transaction involving an actual or potential conflict of interest between a general partner and the limited partnership or the limited partners;

          (H) an amendment to the partnership agreement or certificate of limited partnership; or

          (I) matters related to the business of the limited partnership not otherwise enumerated in this paragraph that the partnership agreement states in writing may be subject to the approval or disapproval of limited partners;

     (7) winding up the limited partnership under AS 32.11.390; or

     (8) exercising a right or power permitted to limited partners under this chapter and not specifically enumerated in this subsection.

 (c) The enumeration in (b) of this section does not mean that the possession or exercise of any other powers by a limited partner constitutes participation by the limited partner in the business of the limited partnership.

 (d) A limited partner who knowingly permits the limited partner’s name to be used in the name of the limited partnership, except under circumstances permitted by AS 32.11.810(a)(2), is liable to creditors who extend credit to the limited partnership without actual knowledge that the limited partner is not a general partner.




Sec. 32.11.130. Erroneous belief in status as a limited partner.
 (a) Except as provided in (b) of this section, a person who makes a contribution to a business enterprise and erroneously but in good faith believes that the person has become a limited partner in the enterprise is not a general partner in the enterprise and is not bound by its obligations by reason of making the contribution, receiving distributions from the enterprise, or exercising the rights of a limited partner, if, on ascertaining the mistake, the person
     (1) causes an appropriate certificate of limited partnership or a certificate of amendment to be executed and filed; or

     (2) withdraws from future equity participation in the enterprise by executing and filing in the office of the commissioner a certificate declaring withdrawal under this section.

 (b) A person who makes a contribution of the kind described in (a) of this section is liable as a general partner to a third party who transacts business with the enterprise before (1) the person withdraws and an appropriate certificate is filed to show withdrawal, or (2) an appropriate certificate is filed to show that the person is not a general partner, but in either case under (1) or (2) only if the third party actually believed in good faith that the person was a general partner at the time of the transaction.




Sec. 32.11.140. Information.
Each limited partner has the right to
     (1) inspect and copy the partnership records required to be maintained by AS 32.11.840; and

     (2) obtain from the general partners from time to time upon reasonable demand
          (A) true and full information regarding the state of the business and financial condition of the limited partnership;

          (B) promptly after it becomes available, a copy of the limited partnership’s federal, state, and local income tax returns for each year; and

          (C) other information regarding the affairs of the limited partnership as is just and reasonable.




Article 3. General Partners.


Sec. 32.11.150. Admission of additional general partners.
After the filing of a limited partnership’s original certificate of limited partnership, additional general partners may be admitted as provided in writing in the partnership agreement or, if the partnership agreement does not provide in writing for the admission of additional general partners, with the written consent of all partners.


Sec. 32.11.160. Events of withdrawal.
Except as approved by the specific written consent of all partners at the time, a person ceases to be a general partner of a limited partnership upon the happening of any of the following events:
     (1) the general partner withdraws from the limited partnership under AS 32.11.250;

     (2) the general partner ceases to be a member of the limited partnership under AS 32.11.330;

     (3) the general partner is removed as a general partner in accordance with the partnership agreement;

     (4) unless otherwise provided in writing in the partnership agreement, the general partner
          (A) makes an assignment for the benefit of creditors;

          (B) files a voluntary petition in bankruptcy;

          (C) is adjudicated a bankrupt or insolvent;

          (D) files a petition or answer seeking for the general partner reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under a statute, law, or regulation;

          (E) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the general partner in a proceeding of the nature of those specified in (A) — (D) of this paragraph; or

          (F) seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the general partner or of all or a substantial part of the general partner’s properties;

     (5) unless otherwise provided in writing in the partnership agreement, 120 days after the commencement of a proceeding against the general partner seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under a statute, law, or regulation, the proceeding has not been dismissed, or if within 90 days after the appointment without the general partner’s consent or acquiescence of a trustee, receiver, or liquidator of the general partner or of all or a substantial part of the general partner’s properties, the appointment is not vacated or stayed or within 90 days after the expiration of a stay, the appointment is not vacated;

     (6) in the case of a general partner who is a natural person,
          (A) the general partner’s death; or

          (B) the entry of an order by a court of competent jurisdiction adjudicating the general partner incompetent to manage the general partner’s person or the general partner’s estate;

     (7) in the case of a general partner who is acting as a general partner by virtue of being a trustee of a trust, the termination of the trust, but not merely the substitution of a new trustee;

     (8) in the case of a general partner that is a separate partnership, the dissolution and commencement of winding up of the separate partnership;

     (9) in the case of a general partner that is a corporation, the filing of a certificate of dissolution, or its equivalent, for the corporation or the revocation of its charter; or

     (10) in the case of an estate, the distribution by the fiduciary of the estate’s entire interest in the partnership.




Sec. 32.11.170. General powers and liabilities.
 (a) Except as provided in this chapter or in the partnership agreement, a general partner of a limited partnership has the rights and powers and is subject to the restrictions of a partner in a partnership without limited partners.

 (b) Except as provided in this chapter, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to persons other than the partnership and the other partners. Except as provided in this chapter or in the partnership agreement, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to the partnership and to the other partners. The rights of a creditor with respect to a general partner’s interest in a limited partnership are subject to AS 32.11.340.




Sec. 32.11.180. Contributions by general partner; person both limited and general partner.
A general partner of a limited partnership may make contributions to the partnership and share in the profits and losses of, and in distributions from, the limited partnership as a general partner. A general partner also may make contributions to and share in profits, losses, and distributions as a limited partner. A person who is both a general partner and a limited partner has the rights and powers, and is subject to the restrictions and liabilities, of a general partner and, except as provided in the partnership agreement, also has the powers, and is subject to the restrictions, of a limited partner to the extent of the person’s participation in the partnership as a limited partner.


Sec. 32.11.190. Voting.
The partnership agreement may grant to all or certain identified general partners the right to vote, on a per capita or any other basis, separately or with all or any class of the limited partners, on any matter.


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, or services rendered, or a promissory note or other obligation to contribute cash or property or to perform services.


Sec. 32.11.210. Liability for contribution or return of property or money.
 (a) A promise by a limited partner to contribute to the limited partnership is not enforceable unless set out in a writing signed by the limited partner.

 (b) Except as provided in the partnership agreement, a partner is obligated to the limited partnership to perform an enforceable promise to contribute cash or property or to perform services even if the partner is unable to perform because of death, disability, or other reason. If a partner does not make the required contribution of property or services, the partner is obligated at the option of the limited partnership to contribute cash equal to that portion of the value, as stated in the partnership records required to be kept under AS 32.11.840, of the stated contribution that has not been made.

 (c) Unless otherwise provided in the partnership agreement, the obligation of a partner to make a contribution or return money or other property paid or distributed in violation of this chapter may be compromised only by consent of all partners. Notwithstanding the compromise, a creditor of a limited partnership who extends credit or otherwise acts in reliance on that obligation after the partner signs a writing that reflects the obligation, and before the amendment or cancellation to reflect the compromise, may enforce the original obligation.




Sec. 32.11.220. Sharing of profits and losses.
The profits and losses of a limited partnership shall be allocated among the partners, and among classes of partners, in the manner provided in writing in the partnership agreement. If the partnership agreement does not specify the allocation in writing, profits and losses shall be allocated on the basis of the value, as stated in the partnership records required to be kept under AS 32.11.840, of the contributions made by each partner to the extent they have been received by the partnership and have not been returned.


Sec. 32.11.230. Allocation of distributions.
Distributions of cash or other assets of a limited partnership shall be allocated among the partners and among classes of partners in the manner provided in writing in the partnership agreement. If the partnership agreement does not specify the allocation in writing, distributions shall be made on the basis of the value, as stated in the partnership records required to be kept under AS 32.11.840, of the contributions made by each partner to the extent they have been received by the partnership and have not been returned.


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 is entitled to receive distributions from a limited partnership before the partner’s withdrawal from the limited partnership and before the dissolution and winding up of the partnership to the extent and at the times or upon the happening of the events specified in the partnership agreement.


Sec. 32.11.250. Withdrawal of general partner.
A general partner may withdraw from a limited partnership at any time by giving written notice to the other partners, but if the withdrawal violates the partnership agreement, the limited partnership may recover from the withdrawing general partner damages for breach of the partnership agreement and offset the damages against the amount otherwise distributable to the general partner.


Sec. 32.11.260. Withdrawal of limited partner.
A limited partner may not withdraw from a limited partnership except at the time or upon the happening of events specified in the partnership agreement. Notwithstanding anything to the contrary under applicable law, unless the partnership agreement provides otherwise, a limited partner may not withdraw from a limited partnership before the dissolution and winding up of the limited partnership.


Sec. 32.11.270. Distribution upon withdrawal.
Except as provided in AS 32.11.240 — 32.11.310, upon withdrawal a withdrawing partner is entitled to receive a distribution to which the withdrawing partner is entitled under the partnership agreement and, if not otherwise provided in the agreement, the withdrawing partner is entitled to receive, within a reasonable time after withdrawal, the fair value of the withdrawing partner’s interest in the limited partnership as of the date of withdrawal based upon the withdrawing partner’s right to share in distributions from the limited partnership.


Sec. 32.11.280. Distribution in kind.
Except as provided in writing in the partnership agreement, a partner, regardless of the nature of the partner’s contribution, does not have the right to demand and receive a distribution from a limited partnership in a form other than cash. Except as provided in writing in the partnership agreement, a partner may not be compelled to accept a distribution of an asset in kind from a limited partnership to the extent that the percentage of the asset distributed to the partner exceeds a percentage of that asset that is equal to the percentage in which the partner shares in distributions from the limited partnership.


Sec. 32.11.290. Right to distribution.
At the time a partner becomes entitled to receive a distribution, the partner has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution.


Sec. 32.11.300. Limitations on distribution.
A partner may not receive a distribution from a limited partnership to the extent that, after giving effect to the distribution, all liabilities of the limited partnership, other than liabilities to partners on account of their partnership interests, exceed the fair value of the partnership assets.


Sec. 32.11.310. Liability upon return of contribution.
 (a) If a partner has received the return of a part of the partner’s contribution without violation of the partnership agreement or this chapter, the partner is liable to the limited partnership for a period of one year thereafter for the amount of the returned contribution, but only to the extent necessary to discharge the limited partnership’s liabilities to creditors who extended credit to the limited partnership during the period the contribution was held by the partnership.

 (b) If a partner has received the return of a part of the partner’s contribution in violation of the partnership agreement or this chapter, the partner is liable to the limited partnership for a period of six years thereafter for the amount of the contribution wrongfully returned.

 (c) A partner receives a return of the partner’s contribution to the extent that a distribution to the partner reduces the partner’s share of the fair value of the net assets of the limited partnership below the value, as set out in the partnership records required to be kept under AS 32.11.840, of the partner’s contribution that has not been distributed to the partner.




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 personal property.


Sec. 32.11.330. Assignment of partnership interest.
Except as provided in the partnership agreement, a partnership interest is assignable in whole or in part. An assignment of a partnership interest does not dissolve a limited partnership or entitle the assignee to become or to exercise the rights of a partner. An assignment entitles the assignee to receive, to the extent assigned, only the distribution to which the assignor would be entitled. Except as provided in the partnership agreement, a partner ceases to be a partner upon assignment of all of the partner’s partnership interest.


Sec. 32.11.340. Rights of creditor.
 (a) On application to a court of competent jurisdiction by a judgment creditor of a partner, the court may charge the partnership interest of the partner with payment of the unsatisfied amount of the judgment with interest. To the extent charged, the judgment creditor has only the rights of an assignee of the partnership interest. This chapter does not deprive a partner of the benefit of an exemption law applicable to the partner’s partnership interest.

 (b) This section provides the exclusive remedy that a judgment creditor of a general or limited partner or of the general or limited partner’s assignee may use to satisfy a judgment out of the judgment debtor’s interest in the partnership. Other legal or equitable remedies, including foreclosure on the general or limited partner’s partnership interest and a court order for directions, accounts, and inquiries that the debtor general or limited partner might have made, are not available to the judgment creditor attempting to satisfy the judgment out of the judgment debtor’s interest in the limited partnership and may not be ordered by a court.




Sec. 32.11.350. Right of assignee to become limited partner.
 (a) An assignee of a partnership interest, including an assignee of a general partner, may become a limited partner if and to the extent that
     (1) the assignor gives the assignee that right in accordance with authority described in the partnership agreement; or

     (2) all other partners consent.

 (b) An assignee who has become a limited partner has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of a limited partner under the partnership agreement and this chapter. An assignee who becomes a limited partner also is liable for the obligations of the assignee’s assignor to make and return contributions as provided in AS 32.11.200 — 32.11.310. However, the assignee is not obligated for liabilities unknown to the assignee at the time the assignee became a limited partner.

 (c) If an assignee of a partnership interest becomes a limited partner, the assignor is not released from the assignor’s liability to the limited partnership under AS 32.11.070 and 32.11.210.




Sec. 32.11.360. Power of estate of deceased or incompetent partner.
If a partner who is an individual dies or a court of competent jurisdiction adjudges the partner to be incompetent to manage the partner’s person or the partner’s property, the partner’s executor, administrator, guardian, conservator, or other legal representative may exercise all of the partner’s rights for the purpose of settling the partner’s estate or administering the partner’s property, including any power the partner had to give an assignee the right to become a limited partner. If a partner is a corporation, trust, or other entity and is dissolved or terminated, the powers of that partner may be exercised by its legal representative or successor.


Article 7. Dissolution.


Sec. 32.11.370. Dissolution.
A limited partnership is dissolved and its affairs shall be wound up upon the happening of the first to occur of the following:
     (1) at the time or upon the happening of events specified in writing in the partnership agreement;

     (2) written consent of all partners;

     (3) an event of withdrawal of a general partner if there is no other general partner, and a majority in interest of the remaining partners fail to agree in writing within 90 days after the withdrawal to continue the business of the limited partnership and to the appointment, effective as of the date of withdrawal, of one or more additional general partners; or

     (4) entry of a decree of judicial dissolution under AS 32.11.380.




Sec. 32.11.380. Judicial dissolution.
On application by or for a partner, the superior court may decree dissolution of a limited partnership whenever it is impossible to carry on the business in conformity with the partnership agreement.


Sec. 32.11.390. Winding up.
Except as provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership or, if there are no general partners, the limited partners, may wind up the limited partnership’s affairs; but the superior court may wind up the limited partnership’s affairs upon application of a partner, a partner’s legal representative, or assignee.


Sec. 32.11.400. Distribution of assets.
Upon the winding up of a limited partnership, the assets shall be distributed as follows:
     (1) to creditors, including partners who are creditors, to the extent permitted by law, in satisfaction of liabilities of the limited partnership other than liabilities for distributions to partners under AS 32.11.240 or 32.11.270;

     (2) except as provided in the partnership agreement, to partners and former partners in satisfaction of liabilities for distributions under AS 32.11.240 or 32.11.270; and

     (3) except as provided in the partnership agreement, to partners first for the return of their contributions and secondly respecting their partnership interests, in the proportions in which the partners share in distributions.




Article 8. Foreign Limited Partnerships.


Sec. 32.11.410. Law governing.
Subject to the Constitution of the State of Alaska,
     (1) the laws of the state under which a foreign limited partnership is organized govern its organization and internal affairs and the liability of its limited partners; and

     (2) a foreign limited partnership may not be denied registration by reason of a difference between those laws and the laws of this state.




Sec. 32.11.420. Registration required.
Before transacting business in this state, a foreign limited partnership shall register with the department. In order to register, a foreign limited partnership shall submit to the department an original and an exact copy of an application for registration as a foreign limited partnership, signed and sworn to by a general partner and setting out
     (1) the name of the foreign limited partnership and, if different, the name under which it proposes to register and transact business in this state;

     (2) the state and date of its formation;

     (3) the name and address of an agent for service of process on the foreign limited partnership whom the foreign limited partnership elects to appoint; the agent must be an individual resident of this state, a domestic corporation, or a foreign corporation having a place of business in, and authorized to do business in, this state;

     (4) a statement that the commissioner is appointed the agent of the foreign limited partnership for service of process if an agent has not been appointed under (3) of this section or, if appointed, the agent’s authority has been revoked or if the agent cannot be found or served with the exercise of reasonable diligence;

     (5) the address of the office required to be maintained in the state of its organization by the laws of that state or, if not so required, of the principal office of the foreign limited partnership;

     (6) the name and business address of each general partner; and

     (7) the address of the office at which is kept a list of the names and addresses of the limited partners and their capital contributions, together with an undertaking by the foreign limited partnership to keep those records until the foreign limited partnership’s registration in this state is cancelled or withdrawn.




Sec. 32.11.430. Issuance of registration.
 (a) If the department finds that an application for registration conforms to law and all requisite fees have been paid, the department shall
     (1) endorse on the application the word “Filed,” and the month, day, and year of the filing;

     (2) file in the department the original of the application; and

     (3) issue a certificate of registration to transact business in this state.

 (b) The certificate of registration, together with an exact copy of the application, shall be returned to the person who filed the application or the person’s representative.




Sec. 32.11.440. Name.
A foreign limited partnership may register with the department under any name, whether or not it is the name under which it is registered in its state of organization, that includes without abbreviation the words “limited partnership” and that could be registered by a domestic limited partnership.


Sec. 32.11.450. Correction of statements in registration application.
If a statement in the application for registration of a foreign limited partnership was false when made or arrangements or other facts described have changed, making the application inaccurate, the foreign limited partnership shall promptly file with the department a certificate, signed and sworn to by a general partner, correcting the statement.


Sec. 32.11.460. Cancellation of registration.
A foreign limited partnership may cancel its registration by filing with the department a certificate of cancellation signed and sworn to by a general partner. A cancellation does not terminate the authority of the commissioner to accept service of process on the foreign limited partnership with respect to causes of action arising out of the transactions of business in this state.


Sec. 32.11.470. Transaction of business without registration.
 (a) A foreign limited partnership transacting business in this state may not maintain an action, suit, or proceeding in a court of this state until it has registered in this state.

 (b) The failure of a foreign limited partnership to register in this state does not impair the validity of a contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending an action, suit, or proceeding in a court of this state.

 (c) A limited partner of a foreign limited partnership is not liable as a general partner of the foreign limited partnership solely by reason of having transacted business in this state without registration.

 (d) A foreign limited partnership, by transacting business in this state without registration, appoints the commissioner as its agent for service of process with respect to causes of action arising out of the transaction of business in this state.




Sec. 32.11.480. Action by department.
The department may bring an action to restrain a foreign limited partnership from transacting business in this state in violation of AS 32.11.410 — 32.11.480.


Article 9. Derivative Actions.


Sec. 32.11.490. Derivative action authorized.
A limited partner may bring an action in the right of a limited partnership to recover a judgment in its favor if general partners with authority to do so have refused to bring the action or if an effort to cause those general partners to bring the action is not likely to succeed.


Sec. 32.11.500. Proper plaintiff.
In a derivative action, the plaintiff must be a partner at the time of bringing the action and
     (1) must have been a partner at the time of the transaction of which the plaintiff complains; or

     (2) the plaintiff’s status as a partner must have devolved upon the plaintiff by operation of law or under the terms of the partnership agreement from a person who was a partner at the time of the transaction.




Sec. 32.11.510. Pleading.
In a derivative action, the complaint must set out with particularity the effort of the plaintiff to secure initiation of the action by a general partner or the reasons for not making the effort.


Sec. 32.11.520. Recoveries.
If a derivative action is successful, in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise, or settlement of an action or claim, and if the plaintiff is awarded attorney fees or costs, the court shall direct the plaintiff to remit to the limited partnership the portion of the recovery that remains after deduction of the attorney fees and costs awarded to the plaintiff.


Article 10. General Provisions.


Sec. 32.11.800. Construction and application.
This chapter shall be so applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this chapter among states enacting it, except to the extent that certain provisions of this chapter have been revised and are not identical to the Uniform Limited Partnership Act.


Sec. 32.11.810. Name.
 (a) The name of a limited partnership as set out in its certificate of limited partnership
     (1) must contain without abbreviation the words “limited partnership”;

     (2) may not contain the name of a limited partner unless
          (A) it is also the name of a general partner or the corporate name of a corporate general partner; or

          (B) the business of the limited partnership had been carried on under that name before the admission of that limited partner; and

     (3) must be distinguishable on the records of the department from the name of any other organized entity and from a reserved or registered name; in this paragraph, “organized entity” and “reserved or registered name” have the meanings given in AS 10.35.040.

 (b) The department may adopt regulations under AS 44.62 (Administrative Procedure Act) to implement (a)(3) of this section.




Sec. 32.11.820. Reservation of name.
 (a) The exclusive right to the use of a name may be reserved by
     (1) a person intending to organize a limited partnership under this chapter and to adopt that name;

     (2) a domestic limited partnership or a foreign limited partnership registered in this state that, in either case, intends to adopt that name;

     (3) a foreign limited partnership intending to register in this state and adopt that name; or

     (4) a person intending to organize a foreign limited partnership and intending to have it register in this state and adopt that name.

 (b) The reservation shall be made by filing with the department an application, executed by the applicant, to reserve a specified name. If the department finds that the name is available for use by a domestic or foreign limited partnership under AS 32.11.810, the department shall reserve the name for the exclusive use of the applicant for a period of 120 days. Once having reserved a name, the same applicant may not again reserve the same name until more than 60 days after the expiration of the last 120-day period for which that applicant reserved that name. The right to the exclusive use of a reserved name may be transferred to another person by filing with the department a notice of the transfer executed by the applicant for whom the name was reserved and specifying the name and address of the transferee.




Sec. 32.11.830. Specified office and agent.
 (a) A limited partnership shall continuously maintain in this state
     (1) an office, which may but need not be a place of its business in this state, at which shall be kept the records required by AS 32.11.840 to be maintained; and

     (2) an agent for service of process on the limited partnership, which agent must be an individual resident of this state, a domestic corporation, or a foreign corporation authorized to do business in this state.

 (b) A limited partnership may change its registered office, registered agent, or both, by filing with the department a statement signed by a general partner stating
     (1) the name of the limited partnership;

     (2) the address of its registered office;

     (3) the address of its new registered office if the registered office is being changed;

     (4) the name of its registered agent;

     (5) the name of its new registered agent if the registered agent is being changed; and

     (6) a statement that the change has been approved by all of the general partners.




Sec. 32.11.835. Amendment of partnership agreement.
Unless the partnership agreement provides otherwise, a partnership agreement may not be amended except with the unanimous consent of all partners.


Sec. 32.11.840. Records to be kept.
 (a) A limited partnership shall keep at the office referred to in AS 32.11.830(a)(1) the following:
     (1) a current list of the full name and last known business address of each partner, separately identifying the general partners in alphabetical order and the limited partners in alphabetical order;

     (2) a copy of the certificate of limited partnership and all certificates of amendment to it, together with executed copies of a power of attorney under which a certificate has been executed;

     (3) copies of the limited partnership’s federal, state, and local income tax returns and reports, if any, for the three most recent years;

     (4) copies of a then-effective written partnership agreement and of a financial statement of the limited partnership for the three most recent years;

     (5) unless contained in a written partnership agreement, a writing setting out
          (A) the amount of cash and a description and statement of the agreed value of the other property or services contributed by each partner and that each partner has agreed to contribute;

          (B) the times at which or events on the happening of which additional contributions agreed to be made by each partner are to be made;

          (C) the right of a partner to receive, or of a general partner to make, distributions to a partner that include a return of all or a part of the partner’s contribution;

          (D) events upon the happening of which the limited partnership is to be dissolved and its affairs wound up; and

     (6) a copy of any statement of merger, interest exchange, conversion, or domestication filed under AS 10.55 (Alaska Entity Transactions Act).

 (b) Records kept under this section are subject to inspection and copying at the reasonable request and at the expense of a partner during ordinary business hours.




Sec. 32.11.850. Nature of business.
A limited partnership may carry on business that a partnership without limited partners may carry on.


Sec. 32.11.860. Business transactions of partner with partnership.
Except as provided in the partnership agreement, a partner may lend money to and transact other business with the limited partnership and, subject to other applicable law, has the same rights and obligations as a person who is not a partner.


Sec. 32.11.870. Filing fees.
A domestic or foreign limited partnership that files a certificate of limited partnership, amendment, cancellation, or registration, or other application with the department, shall pay to the commissioner a filing fee established by the department by regulation. The filing fee must be uniform and fixed.


Sec. 32.11.890. Rules for cases not covered by chapter.
In a case not provided for in this chapter, the provisions of AS 32.06 govern, except as provided by AS 10.55 (Alaska Entity Transactions Act).


Sec. 32.11.900. Definitions.
In this chapter, unless the context otherwise requires,
     (1) “certificate of limited partnership” means the certificate referred to in AS 32.11.010 and the certificate as amended or restated;

     (2) “commissioner” means the commissioner of commerce, community, and economic development;

     (3) “contribution” means cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services, that a partner contributes to a limited partnership as a partner;

     (4) “department” means the Department of Commerce, Community, and Economic Development;

     (5) “event of withdrawal of a general partner” means an event that causes a person to cease to be a general partner under AS 32.11.160;

     (6) “foreign limited partnership” means a partnership formed under the laws of a state other than this state and having as partners one or more general partners and one or more limited partners;

     (7) “general partner” means a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and named in the certificate of limited partnership as a general partner;

     (8) “limited partner” means a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement;

     (9) “limited partnership” except when used in the phrases “foreign limited partnership” and “foreign limited liability limited partnership,” and “domestic limited partnership” mean a partnership formed by two or more persons under this chapter, or that becomes subject to this chapter, and having one or more general partners and one or more limited partners;

     (10) “partner” means a limited or general partner;

     (11) “partnership agreement” means a valid agreement, written or oral, of the partners as to the affairs of a limited partnership and the conduct of its business;

     (12) “partnership interest” means a partner’s share of the profits and losses of a limited partnership and the right to receive distributions of partnership assets;

     (13) “state” means a state, territory, or possession of the United States, District of Columbia, or Commonwealth of Puerto Rico.




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


Title 33. Probation, Prisons, Pardons, and Prisoners.