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, […]
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 […]
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 […]
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 […]
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 […]
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 […]
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 […]
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 […]