This chapter may be cited as the Alaska Revised Limited Partnership Act.
A partnership interest is personal property.
A limited partnership may carry on business that a partnership without limited partners may carry on.
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.
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.
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.
Unless the partnership agreement provides otherwise, a partnership agreement may not be amended except with the unanimous consent of all partners.
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.
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.
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.
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.
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.
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 04. CONTRIBUTIONS; ALLOCATION OF PROFITS, LOSSES, AND DISTRIBUTIONS
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.
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.
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 interest, exceed the fair value of the partnership assets.
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.
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.
In a case not provided for in this chapter, including conversion of a limited partnership to a partnership, the provisions of AS 32.06 govern.
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.
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.
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.
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
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.
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.
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.
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.
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 09. DERIVATIVE ACTIONS
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.
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.
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.
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.
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.
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 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.
(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.
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 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 05. DISTRIBUTIONS, WITHDRAWAL, AND RETURN OF CONTRIBUTION
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 07. DISSOLUTION
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.
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.
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.
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 03. GENERAL PARTNERS
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 .
(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 .
(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.
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 .
(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.
(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 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.
(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.
(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.
(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.
(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.
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 08. FOREIGN LIMITED PARTNERSHIPS
(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.
(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 06. NATURE OF AND ASSIGNMENT OF PARTNERSHIP INTERESTS
(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.
(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.
(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.
(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.
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.
(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.
(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; and
(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; and
(D) events upon the happening of which the limited partnership is to be dissolved and its affairs wound up.
(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.
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' and 'domestic limited partnership' mean a partnership formed by two or more persons under the laws of this state 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.
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.
(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.
(a) Any other entity may convert to a limited partnership by filing with the department
(1) a certificate of conversion to a limited partnership that has been executed under (b) of this section by one or more persons organizing the conversion; and
(2) a certificate of limited partnership that complies with AS 32.11.010 and that has been signed by one or more persons organizing the conversion.
(b) The certificate of conversion to a limited partnership must state
(1) the date on which and jurisdiction where the other entity was first created, formed, or incorporated, or otherwise came into being and, if the other entity has changed its jurisdiction, its jurisdiction immediately before its conversion to a limited partnership;
(2) the name of the other entity immediately before the filing of the certificate of conversion to a limited partnership;
(3) the name of the limited partnership as stated in its certificate of limited partnership filed under (a) of this section; and
(4) the future effective date or time, which must be a certain date or certain time, of the conversion to a limited partnership if the conversion is not to be effective upon the filing of the certificate of conversion to a limited partnership and the certificate of limited partnership.
(c) On the filing with the department of the certificate of conversion to a limited partnership and the certificate of limited partnership, or on the future effective date or time of the certificate of conversion to a limited partnership and the certificate of limited partnership, the other entity is converted to a limited partnership, and, after the conversion, is subject to all of the provisions of this chapter, except that, notwithstanding AS 32.11.060 (b), the existence of the limited partnership is considered to have commenced on the date the other entity commenced its existence in the jurisdiction in which the other entity was first created, formed, or incorporated, or otherwise came into being.
(d) The conversion of any other entity to a limited partnership does not affect any obligation or liability of the other entity incurred before the conversion to a limited partnership, or the personal liability of any person that is incurred before the conversion.
(e) When a conversion of any other entity to a limited partnership becomes effective under this section, for all purposes of the laws of this state
(1) all of the rights, privileges, and powers of the other entity, all real, personal, and mixed property, all debts due to the other entity, and all other things and causes of action belonging to the other entity are vested in the limited partnership and are, after the conversion, the property of the limited partnership as they were of the other entity;
(2) the title to any real property vested by deed, or otherwise vested, in the other entity does not revert and is not in any way impaired by reason of this chapter;
(3) all rights of creditors and all liens on any property of the other entity attach to the limited partnership; and
(4) all debts, liabilities, and duties of the other entity attach to the limited partnership, and may be enforced against it to the same extent as if the debts, liabilities, and duties had been incurred or contracted by it.
(f) Unless otherwise agreed, or as required under the applicable law of another state, any other entity that converts to a limited partnership under this section is not required to wind up its affairs or to pay its liabilities and distribute its assets, and the conversion does not constitute a dissolution of the other entity.
(g) Before filing a certificate of conversion to a limited partnership with the department, a partnership agreement must be approved in the manner provided for by the document, instrument, agreement, or other writing governing the internal affairs of the other entity and the conduct of its business, or by applicable law, as appropriate, except that, in any event, the approval must include the approval of any person who, on the effective date or time of the conversion, will be a general partner of the limited partnership.
(h) The provisions of this section may not be construed to limit the accomplishment of a change in the law governing, or of the domicile of, any other entity, to this state by any other means provided for in a partnership agreement or other agreement, or as otherwise permitted by law, including by the amendment of a partnership agreement or other agreement.
(i) In this section, 'other entity' means a business trust, an association, a real estate investment trust, a common law trust, or any other unincorporated business, including a general partnership, a limited liability partnership, a foreign limited partnership, a foreign limited liability partnership, and a limited liability company.
Article 02. LIMITED PARTNERS
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