reglab/housing_qa huggingface dataset:
AK Stat § 32.06.922 (2021)
2021 Alaska Statutes|Title 32. Partnership|Chapter 06. Uniform Partnership Act|Article 9. Limited Liability Partnerships.|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.
AK Stat § 32.06.923 (2021)
2021 Alaska Statutes|Title 32. Partnership|Chapter 06. Uniform Partnership Act|Article 9. Limited Liability Partnerships.|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.
AK Stat § 32.06.924 (2021)
2021 Alaska Statutes|Title 32. Partnership|Chapter 06. Uniform Partnership Act|Article 9. Limited Liability Partnerships.|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.
AK Stat § 32.06.925 (2021)
2021 Alaska Statutes|Title 32. Partnership|Chapter 06. Uniform Partnership Act|Article 9. Limited Liability Partnerships.|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.
AK Stat § 32.06.955 (2021)
2021 Alaska Statutes|Title 32. Partnership|Chapter 06. Uniform Partnership Act|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.
AK Stat § 32.06.960 (2021)
2021 Alaska Statutes|Title 32. Partnership|Chapter 06. Uniform Partnership Act|Article 10. Miscellaneous Provisions.|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.
AK Stat § 32.06.965 (2021)
2021 Alaska Statutes|Title 32. Partnership|Chapter 06. Uniform Partnership Act|Article 10. Miscellaneous Provisions.|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.
AK Stat § 32.06.970 (2021)
2021 Alaska Statutes|Title 32. Partnership|Chapter 06. Uniform Partnership Act|Article 10. Miscellaneous Provisions.|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.
AK Stat § 32.06.975 (2021)
2021 Alaska Statutes|Title 32. Partnership|Chapter 06. Uniform Partnership Act|Article 10. Miscellaneous Provisions.|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.
AK Stat § 32.06.985 (2021)
2021 Alaska Statutes|Title 32. Partnership|Chapter 06. Uniform Partnership Act|Article 10. Miscellaneous Provisions.|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.
AK Stat § 32.06.990 (2021)
2021 Alaska Statutes|Title 32. Partnership|Chapter 06. Uniform Partnership Act|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.
AK Stat § 32.06.997 (2021)
2021 Alaska Statutes|Title 32. Partnership|Chapter 06. Uniform Partnership Act|Article 11. General Provisions.|Sec. 32.06.997. Short title.

This chapter may be cited as the Uniform Partnership Act.
AK Stat § 32.11.010 (2021)
2021 Alaska Statutes|Title 32. Partnership|Chapter 11. Uniform Limited Partnership Act|Article 1. Formation and Conversion to Limited Partnership.|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.
AK Stat § 32.11.020 (2021)
2021 Alaska Statutes|Title 32. Partnership|Chapter 11. Uniform Limited Partnership Act|Article 1. Formation and Conversion to Limited Partnership.|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).
AK Stat § 32.11.030 (2021)
2021 Alaska Statutes|Title 32. Partnership|Chapter 11. Uniform Limited Partnership Act|Article 1. Formation and Conversion to Limited Partnership.|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.
AK Stat § 32.11.040 (2021)
2021 Alaska Statutes|Title 32. Partnership|Chapter 11. Uniform Limited Partnership Act|Article 1. Formation and Conversion to Limited Partnership.|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.
AK Stat § 32.11.050 (2021)
2021 Alaska Statutes|Title 32. Partnership|Chapter 11. Uniform Limited Partnership Act|Article 1. Formation and Conversion to Limited Partnership.|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.
AK Stat § 32.11.060 (2021)
2021 Alaska Statutes|Title 32. Partnership|Chapter 11. Uniform Limited Partnership Act|Article 1. Formation and Conversion to Limited Partnership.|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.
AK Stat § 32.11.070 (2021)
2021 Alaska Statutes|Title 32. Partnership|Chapter 11. Uniform Limited Partnership Act|Article 1. Formation and Conversion to Limited Partnership.|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.
AK Stat § 32.11.080 (2021)
2021 Alaska Statutes|Title 32. Partnership|Chapter 11. Uniform Limited Partnership Act|Article 1. Formation and Conversion to Limited Partnership.|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.
AK Stat § 32.11.090 (2021)
2021 Alaska Statutes|Title 32. Partnership|Chapter 11. Uniform Limited Partnership Act|Article 1. Formation and Conversion to Limited Partnership.|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.
AK Stat § 32.11.100 (2021)
2021 Alaska Statutes|Title 32. Partnership|Chapter 11. Uniform Limited Partnership Act|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.
AK Stat § 32.11.110 (2021)
2021 Alaska Statutes|Title 32. Partnership|Chapter 11. Uniform Limited Partnership Act|Article 2. Limited Partners.|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.