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 […]
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 […]
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.
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. 32.11.340. 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. […]
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 […]
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 […]
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 […]
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 […]
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 […]