reglab/housing_qa huggingface dataset:
AK Stat § 32.06.704 (2021)
2021 Alaska Statutes|Title 32. Partnership|Chapter 06. Uniform Partnership Act|Article 6. Partner's Dissociation when Business not Wound Up.|Sec. 32.06.704. Statement of dissociation.

(a) A dissociated partner or the partnership may file a statement of dissociation stating the name of the partnership and that the partner is dissociated from the partnership. (b) A statement of dissociation is a limitation on the authority of a dissociated partner for the purposes of AS 32.06.303(d) and (e). (c) In AS 32.06.702(a)(3) and 32.06.703(b)(3), a person who is not a partner is considered to have notice of the dissociation 90 days after the statement of dissociation is filed.
AK Stat § 32.06.705 (2021)
2021 Alaska Statutes|Title 32. Partnership|Chapter 06. Uniform Partnership Act|Article 6. Partner's Dissociation when Business not Wound Up.|Sec. 32.06.705. Continued use of partnership name.

Continued use of a partnership name, or of a dissociated partner's name as part of a partnership name, by partners continuing the business does not by itself make the dissociated partner liable for an obligation of the partners or the partnership continuing the business.
AK Stat § 32.06.801 (2021)
2021 Alaska Statutes|Title 32. Partnership|Chapter 06. Uniform Partnership Act|Article 7. Winding up Partnership Business.|Sec. 32.06.801. Events causing dissolution and winding up of partnership business.

A partnership is dissolved, and its business must be wound up, only on the occurrence of any of the following events: (1) in a partnership at will, when the partnership has notice from a partner, other than a partner who is dissociated under AS 32.06.601(2) - (10), of that partner's express will to withdraw as a partner, or on a later date specified by the partner; (2) in a partnership for a definite term or particular undertaking, (A) within 90 days after a partner's dissociation by death or by other event under AS 32.06.601(6) - (10) or by wrongful dissociation under AS 32.06.602(b), at least one-half of the remaining partners state their express will to wind up the partnership business; in this subparagraph, a partner's rightful dissociation under AS 32.06.602(b)(2)(A) constitutes the expression of that partner's will to wind up the partnership business; (B) the express will of all of the partners to wind up the partnership business; or (C) the expiration of the term or the completion of the undertaking; (3) an event agreed to in the partnership agreement resulting in the winding up of the partnership business; (4) an event that makes it unlawful for all or substantially all of the business of the partnership to be continued, but a cure of illegality within 90 days after notice to the partnership of the event is effective retroactively to the date of the event for purposes of this section; (5) on application by a partner, a judicial determination that (A) the economic purpose of the partnership is likely to be unreasonably frustrated; (B) another partner has engaged in conduct relating to the partnership business that makes it not reasonably practicable to carry on the business in partnership with that partner; or (C) it is not otherwise reasonably practicable to carry on the partnership business in conformity with the partnership agreement; or (6) on application by a transferee of a partner's transferable interest, a judicial determination that it is equitable to wind up the partnership business (A) after the expiration of the term or completion of the undertaking if the partnership was for a definite term or particular undertaking at the time of the transfer or entry of the charging order that gave rise to the transfer; or (B) at any time if the partnership was a partnership at will at the time of the transfer or entry of the charging order that gave rise to the transfer.
AK Stat § 32.06.802 (2021)
2021 Alaska Statutes|Title 32. Partnership|Chapter 06. Uniform Partnership Act|Article 7. Winding up Partnership Business.|Sec. 32.06.802. Partnership continuation after dissolution.

(a) Subject to (b) of this section, a partnership continues after dissolution only for the purpose of winding up its business. The partnership is terminated when the winding up of its business is completed. (b) At any time after the dissolution of a partnership and before the winding up of its business is completed, all of the partners, including any dissociating partner other than a wrongfully dissociating partner, may waive the right to have the partnership's business wound up and the partnership terminated. In that event, (1) the partnership resumes carrying on its business as if dissolution had never occurred, and any liability incurred by the partnership or a partner after the dissolution and before the waiver is determined as if dissolution had never occurred; and (2) the rights of a third party accruing under AS 32.06.804(1) or arising out of conduct in reliance on the dissolution before the third party knew or received a notification of the waiver may not be adversely affected.
AK Stat § 32.06.803 (2021)
2021 Alaska Statutes|Title 32. Partnership|Chapter 06. Uniform Partnership Act|Article 7. Winding up Partnership Business.|Sec. 32.06.803. Winding up partnership business.

(a) After dissolution, a partner who has not wrongfully dissociated may participate in winding up the partnership's business, but, on application of a partner, partner's legal representative, or transferee, the superior court, for good cause shown, may order judicial supervision of the winding up. (b) The legal representative of the last surviving partner may wind up a partnership's business. (c) A person winding up a partnership's business may preserve the partnership business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or administrative, settle and close the partnership's business, dispose of and transfer the partnership's property, discharge the partnership's liabilities, distribute the assets of the partnership under AS 32.06.807, settle disputes by mediation or arbitration, and perform other necessary acts.
AK Stat § 32.06.804 (2021)
2021 Alaska Statutes|Title 32. Partnership|Chapter 06. Uniform Partnership Act|Article 7. Winding up Partnership Business.|Sec. 32.06.804. Partner's power to bind partnership after dissolution.

Subject to AS 32.06.805, a partnership is bound by a partner's act after dissolution that (1) is appropriate for winding up the partnership business; or (2) would have bound the partnership under AS 32.06.301 before dissolution if the other party to the transaction did not have notice of the dissolution.
AK Stat § 32.06.805 (2021)
2021 Alaska Statutes|Title 32. Partnership|Chapter 06. Uniform Partnership Act|Article 7. Winding up Partnership Business.|Sec. 32.06.805. Statement of dissolution.

(a) After dissolution, a partner who has not wrongfully dissociated may file a statement of dissolution stating the name of the partnership and that the partnership has dissolved and is winding up its business. (b) A statement of dissolution cancels a filed statement of partnership authority for the purposes of AS 32.06.303(d) and is a limitation on authority under AS 32.06.303(e). (c) Under AS 32.06.301 and 32.06.804, a person who is not a partner is considered to have notice of the dissolution and the limitation on the partners' authority as a result of the statement of dissolution 90 days after it is filed. (d) After filing and, if appropriate, recording a statement of dissolution, a dissolved partnership may file and, if appropriate, record a statement of partnership authority that will operate with respect to a person who is not a partner under AS 32.06.303(d) and (e) in any transaction, whether or not the transaction is appropriate for winding up the partnership business.
AK Stat § 32.06.806 (2021)
2021 Alaska Statutes|Title 32. Partnership|Chapter 06. Uniform Partnership Act|Article 7. Winding up Partnership Business.|Sec. 32.06.806. Partner's liability to other partners after dissolution.

(a) Except as otherwise provided in (b) of this section, after dissolution, a partner is liable to the other partners for the partner's share of any partnership liability incurred under AS 32.06.804. (b) A partner who, with knowledge of the dissolution, incurs a partnership liability under AS 32.06.804(2) by an act that is not appropriate for winding up the partnership business is liable to the partnership for any damage caused to the partnership arising from the liability.
AK Stat § 32.06.807 (2021)
2021 Alaska Statutes|Title 32. Partnership|Chapter 06. Uniform Partnership Act|Article 7. Winding up Partnership Business.|Sec. 32.06.807. Settlement of accounts and contributions among partners.

(a) In winding up a partnership's business, the assets of the partnership, including the contributions of the partners required by this section, must be applied to discharge its obligations to creditors, including, to the extent permitted by law, partners who are creditors. Any surplus must be applied to pay in cash the net amount distributable to partners in accordance with their right to distributions under (b) of this section. (b) Each partner is entitled to a settlement of all partnership accounts upon winding up the partnership business. In settling accounts among the partners, the profits and losses that result from the liquidation of the partnership assets must be credited and charged to the partners' accounts. The partnership shall make a distribution to a partner in an amount equal to any excess of the credits over the charges in the partner's account. A partner shall contribute to the partnership an amount equal to any excess of the charges over the credits in the partner's account, but excluding from the calculation charges attributable to an obligation for which the partner is not personally liable under AS 32.06.306. (c) If a partner fails to contribute, all of the other partners shall contribute the full amount required under (b) of this section, in the proportions in which those partners share partnership losses, the additional amount necessary to satisfy the partnership obligations for which the partners are personally liable under AS 32.06.306. A partner or partner's legal representative may recover from the other partners any contributions the partner makes to the extent the amount contributed exceeds that partner's share of the partnership obligations for which the partner is personally liable under AS 32.06.306. (d) After the settlement of accounts, each partner shall contribute, in the proportion in which the partner shares partnership losses, the amount necessary to satisfy partnership obligations that were not known at the time of the settlement and for which the partner is personally liable under AS 32.06.306. (e) The estate of a deceased partner is liable for the partner's obligation to contribute to the partnership. (f) An assignee for the benefit of creditors of a partnership or a partner, or a person appointed by a court to represent creditors of a partnership or a partner, may enforce a partner's obligation to contribute to the partnership.
AK Stat § 32.06.905 (2021)
2021 Alaska Statutes|Title 32. Partnership|Chapter 06. Uniform Partnership Act|Article 8. Conversions and Mergers.|Sec. 32.06.905. Merger of partnerships.

(a) Under a plan of merger approved under (c) of this section, a partnership may be merged with one or more partnerships. (b) The plan of merger must state (1) the name of each partnership that is a party to the merger; (2) the name of the surviving entity into which the other partnerships will merge; (3) the terms and conditions of the merger; (4) the manner and basis of converting all or part of the interests of each party to the merger into interests or obligations of the surviving entity or into money or other property; and (5) the street address of the surviving entity's chief executive office. (c) The plan of merger must be approved by all of the partners or a number or percentage specified for merger in the partnership agreement. (d) After a plan of merger is approved and before the merger takes effect, the plan may be amended or abandoned as provided in the plan. (e) The merger takes effect on the later of (1) the approval of the plan of merger by all parties to the merger under (c) of this section; (2) the filing of all documents required by law to be filed as a condition to the effectiveness of the merger; or (3) an effective date specified in the plan of merger. (f) A merger in which a partnership and another form of entity are parties is governed by AS 10.55 (Alaska Entity Transactions Act).
AK Stat § 32.06.906 (2021)
2021 Alaska Statutes|Title 32. Partnership|Chapter 06. Uniform Partnership Act|Article 8. Conversions and Mergers.|Sec. 32.06.906. Effect of merger.

(a) When a merger takes effect, (1) the separate existence of every partnership that is a party to the merger, other than the surviving partnership, ceases; (2) all property owned by each of the merged partnerships vests in the surviving partnership; (3) all obligations of every partnership that is a party to the merger become the obligations of the surviving partnership; and (4) an action or proceeding pending against a partnership that is a party to the merger may be continued as if the merger had not occurred, or the surviving partnership may be substituted as a party to the action or proceeding. (b) The commissioner is the agent for service of process in an action or proceeding against a surviving foreign partnership to enforce an obligation of a domestic partnership that is a party to a merger. The surviving partnership shall promptly notify the department of the mailing address of its chief executive office and of any change of address. Upon receipt of process, the department shall mail a copy of the process to the surviving foreign partnership. (c) A partner of the surviving partnership is liable for (1) all obligations of a party to the merger for which the partner was personally liable before the merger; (2) all obligations of the surviving partnership incurred before the merger by a party to the merger and not covered by (1) of this subsection, but the obligations under this paragraph may be satisfied only out of property of the surviving partnership; and (3) except as otherwise provided in AS 32.06.306, all obligations of the surviving partnership incurred after the merger takes effect. (d) If the obligations incurred before the merger by a party to the merger are not satisfied out of the property of the surviving partnership, the general partners of the party to the merger immediately before the effective date of the merger shall contribute the amount necessary to satisfy the party's obligations to the surviving partnership in the manner provided in AS 32.06.807 as if the merged party were dissolved. (e) As of the date the merger takes effect, a partner of a party to a merger who does not become a partner of the surviving partnership is dissociated from the entity of which that partner was a partner. A surviving partnership is bound under AS 32.06.702 by an act of a general partner dissociated under this subsection, and the partner is liable under AS 32.06.703 for transactions entered into by the surviving partnership after the merger takes effect.
AK Stat § 32.06.907 (2021)
2021 Alaska Statutes|Title 32. Partnership|Chapter 06. Uniform Partnership Act|Article 8. Conversions and Mergers.|Sec. 32.06.907. Statement of merger.

(a) After a merger, the surviving partnership may file a statement that the parties to the merger have merged into the surviving partnership. (b) A statement of merger must contain (1) the name of each partnership that is a party to the merger; (2) the name of the surviving partnership into which the other partnerships are merged; and (3) the street address of the surviving partnership's chief executive office and of any office in this state. (c) Except as otherwise provided in (d) of this section, in AS 32.06.302, property of the surviving partnership that, before the merger, was held in the name of another party to the merger is property held in the name of the surviving partnership upon filing a statement of merger. (d) In AS 32.06.302, real property of the surviving partnership that, before the merger, was held in the name of another party to the merger is property held in the name of the surviving partnership upon recording a certified copy of the statement of merger in the office for recording transfers of the real property. (e) A filed and, if appropriate, recorded statement of merger, executed and declared to be accurate under AS 32.06.970(c), stating the name of a partnership that is a party to the merger in whose name property was held before the merger and the name of the surviving partnership, but not containing all of the other information required by (b) of this section, operates with respect to the partnerships named to the extent provided in (c) and (d) of this section.
AK Stat § 32.06.908 (2021)
2021 Alaska Statutes|Title 32. Partnership|Chapter 06. Uniform Partnership Act|Article 8. Conversions and Mergers.|Sec. 32.06.908. Nonexclusivity.

AS 32.06.905 - 32.06.907 are not exclusive. Partnerships or limited partnerships may enter into mergers, interest exchanges, conversions, and domestications under AS 10.55 (Alaska Entity Transactions Act) or in any other manner provided by law.
AK Stat § 32.06.911 (2021)
2021 Alaska Statutes|Title 32. Partnership|Chapter 06. Uniform Partnership Act|Article 9. Limited Liability Partnerships.|Sec. 32.06.911. Change to limited liability partnership; statement of qualification.

(a) A partnership may become a limited liability partnership under this section. (b) The terms and conditions on which a partnership becomes a limited liability partnership must be approved by the vote necessary to amend the partnership agreement except, in the case of a partnership agreement that expressly considers obligations to contribute to the partnership, by the vote necessary to amend those contribution provisions. (c) After the approval required by (b) of this section, a partnership may become a limited liability partnership by filing a statement of qualification. The statement must contain (1) the name of the partnership; (2) the street address of the partnership's chief executive office and, if different, the street address of an office in this state, if any; (3) if the partnership does not have an office in this state, the name and street address of the partnership's agent for service of process; (4) a statement that the partnership elects to be a limited liability partnership; and (5) a deferred effective date, if any. (d) The agent of a limited liability partnership 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. (e) The status of a partnership as a limited liability partnership is effective on the later of the filing of the statement 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. (f) The status of a partnership as a limited liability partnership and the liability of its partners are not affected by errors or later changes in the information required to be contained in the statement of qualification under (c) of this section. (g) The filing of a statement of qualification establishes that a partnership has satisfied all conditions precedent to the qualification of the partnership as a limited liability partnership. (h) An amendment or cancellation of a statement of qualification is effective when it is filed or on a deferred effective date specified in the amendment or cancellation.
AK Stat § 32.06.912 (2021)
2021 Alaska Statutes|Title 32. Partnership|Chapter 06. Uniform Partnership Act|Article 9. Limited Liability Partnerships.|Sec. 32.06.912. Name.

The name of a limited liability partnership must end with “Registered Limited Liability Partnership,” “Limited Liability Partnership,” “R.L.L.P.,” “L.L.P.,” “RLLP,” or “LLP.”
AK Stat § 32.06.913 (2021)
2021 Alaska Statutes|Title 32. Partnership|Chapter 06. Uniform Partnership Act|Article 9. Limited Liability Partnerships.|Sec. 32.06.913. Biennial report; revocation of qualification.

(a) A limited liability partnership, and a foreign limited liability partnership authorized to transact business in this state, shall file with the department a biennial report that contains (1) the name of the limited liability partnership and the state or other jurisdiction under whose laws the foreign limited liability partnership is formed; (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; and (3) if the partnership does not have an office in this state, the name and street address of the partnership's current agent for service of process. (b) A biennial report is due before January 2 of the filing year. A partnership filing a statement of qualification or a foreign partnership becoming authorized to transact business in this state during an even-numbered year shall file the biennial report each even-numbered year. A partnership filing a statement of qualification or a foreign partnership becoming authorized to transact business in this state during an odd-numbered year shall file the biennial report each odd-numbered year. The biennial report is delinquent if not filed before February 1 of each odd or even-numbered year as provided in this subsection. (c) The department may revoke the statement of qualification of a partnership that fails to file a biennial report when due or pay the required filing fee. To revoke, the department shall provide the partnership at least 60 days' written notice of intent to revoke the statement. The notice must be mailed to the partnership at its chief executive office stated in the last filed statement of qualification or biennial report. The notice must specify the biennial report that has not been filed or the fee that has not been paid, and the effective date of the revocation. The revocation is not effective if the biennial report is filed and the fee is paid before the effective date of the revocation. (d) A revocation under (c) of this section only affects a partnership's status as a limited liability partnership and is not an event of dissolution of the partnership. (e) A partnership whose statement of qualification has been revoked may apply to the department for reinstatement within two years after the effective date of the revocation. The application must state (1) the name of the partnership and the effective date of the revocation; and (2) that the ground for revocation either did not exist or has been corrected. (f) A reinstatement under (e) of this section relates back to and takes effect on the effective date of the revocation, and the partnership's status as a limited liability partnership continues as if the revocation had never occurred.
AK Stat § 32.06.921 (2021)
2021 Alaska Statutes|Title 32. Partnership|Chapter 06. Uniform Partnership Act|Article 9. Limited Liability Partnerships.|Sec. 32.06.921. Law governing foreign limited liability partnerships.

(a) The law under which a foreign limited liability partnership is formed governs relations between and among the partners and between the partners and the partnership and the liability of partners for obligations of the partnership. (b) A foreign limited liability partnership may not be denied a statement of foreign qualification by reason of any difference between the law under which the partnership was formed and the law of this state. (c) A statement of foreign qualification does not authorize a foreign limited liability partnership to engage in a business or exercise a power that a partnership may not engage in or exercise in this state as a limited liability partnership.