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 […]
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 […]
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 […]
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 […]
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 […]
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 […]
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 […]
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.