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2023 Alaska Statutes › Title 32. Partnership › Chapter 06. Uniform Partnership Act › Article 3. Relations of Partners to Each Other and to Partnership. › Sec. 32.06.404. General standards of partner's conduct.

(a) The only fiduciary duties a partner owes to the partnership and the other partners are the duty of loyalty and the duty of care stated in (b) and (c) of this section.
(b) A partner's duty of loyalty to the partnership and the other partners is limited to the following:
(1) to account to the partnership and hold as trustee for it any property, profit, or benefit derived by the partner in the conduct and winding up of the partnership business or derived from a use by the partner of partnership property, including the appropriation of a partnership opportunity;
(2) to refrain from dealing with the partnership in the conduct or winding up of the partnership business as or on behalf of a party having an interest adverse to the partnership; and
(3) to refrain from competing with the partnership in the conduct of the partnership business before the dissolution of the partnership.
(c) A partner's duty of care to the partnership and the other partners in the conduct and winding up of the partnership business is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law.
(d) A partner shall discharge the duties to the partnership and the other partners under this chapter and the duties under the partnership agreement and exercise any rights in accordance with the obligation of good faith and fair dealing.
(e) Each partner does not violate a duty or obligation under this chapter or under the partnership agreement merely because the partner's conduct furthers the partner's own interest.
(f) A partner may lend money to and transact other business with the partnership, and the rights and obligations of the partner are the same with regard to the loan or transaction as the rights and obligations of a person who is not a partner, subject to other applicable law.
(g) This section applies to a person winding up the partnership business as the personal or legal representative of the last surviving partner as if the person were a partner.
2023 Alaska Statutes › Title 32. Partnership › Chapter 06. Uniform Partnership Act › Article 3. Relations of Partners to Each Other and to Partnership. › Sec. 32.06.405. Actions by partnership and partners.

(a) A partnership may maintain an action against a partner for a breach of the partnership agreement, or for the violation of a duty to the partnership, causing harm to the partnership.
(b) A partner may maintain an action against the partnership or another partner for legal or equitable relief, with or without an accounting of partnership business, to enforce
(1) the partner's rights under the partnership agreement;
(2) the partner's rights under this chapter, including the partner's
(A) rights under AS 32.06.401, 32.06.403, or 32.06.404;
(B) right on dissociation to have the partner's interest in the partnership purchased under AS 32.06.701 or to enforce any other right under AS 32.06.601 - 32.06.603 or 32.06.701 - 32.06.705; or
(C) right to compel a dissolution and winding up of the partnership business under AS 32.06.801 or to enforce another right under AS 32.06.801 - 32.06.807; or
(3) the rights and otherwise protect the interests of the partner, including rights and interests arising independently of the partnership relationship.
(c) The accrual of, and any time limitation on, a right of action for a remedy under this section are governed by other law. A right to an accounting upon a dissolution and winding up does not revive a claim barred by law.
2023 Alaska Statutes › Title 32. Partnership › Chapter 06. Uniform Partnership Act › Article 3. Relations of Partners to Each Other and to Partnership. › Sec. 32.06.406. Continuation of partnership beyond definite term or particular undertaking.

(a) If a partnership for a definite term or particular undertaking is continued, without an express agreement, after the expiration of the term or completion of the undertaking, the rights and duties of the partners remain the same as they were at the expiration or completion to the extent consistent with a partnership at will.
(b) If the partners, or the partners who habitually acted in the business during the term or undertaking, continue the business without a settlement or liquidation of the partnership, the partners continuing the business are presumed to have agreed that the partnership will continue.
2023 Alaska Statutes › Title 32. Partnership › Chapter 06. Uniform Partnership Act › Article 4. Transferable Interests, Transferees, and Creditors of Partnerships. › Sec. 32.06.502. Partner's transferable interest in partnership.

Except as provided in AS 10.55 (Alaska Entity Transactions Act), the only transferable interest of a partner in the partnership is the partner's share of the profits and losses of the partnership and the partner's right to receive distributions. The interest of a partner, whether or not transferable, is personal property.
2023 Alaska Statutes › Title 32. Partnership › Chapter 06. Uniform Partnership Act › Article 4. Transferable Interests, Transferees, and Creditors of Partnerships. › Sec. 32.06.503. Transfer of partner's transferable interest.

(a) A transfer, in whole or in part, of a partner's transferable interest in the partnership
(1) is permissible;
(2) does not by itself cause the partner's dissociation or a dissolution and winding up of the partnership business; and
(3) does not, as against the other partners or the partnership, entitle the transferee during the continuance of the partnership to participate in the management or conduct of the partnership business, to require access to information concerning partnership transactions, or to inspect or copy the partnership records.
(b) A transferee of a partner's transferable interest in the partnership has a right to
(1) receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled;
(2) receive upon the dissolution and winding up of the partnership business, in accordance with the transfer, the net amount otherwise distributable to the transferor; and
(3) seek under AS 32.06.801(6) a judicial determination that it is equitable to wind up the partnership business.
(c) In a dissolution and winding up, a transferee is entitled to an account of partnership transactions only from the date of the latest account agreed to by all of the partners.
(d) Upon transfer, the transferor retains the rights and duties of a partner other than the interest in distributions transferred.
(e) A partnership is not required to give effect to a transferee's rights under this section until it has notice of the transfer.
(f) A transfer of a partner's transferable interest in the partnership in violation of a restriction on transfer contained in the partnership agreement is ineffective as to a person having notice of the restriction at the time of transfer.
2023 Alaska Statutes › Title 32. Partnership › Chapter 06. Uniform Partnership Act › Article 4. Transferable Interests, Transferees, and Creditors of Partnerships. › Sec. 32.06.504. Partner's transferable interest subject to charging order.

(a) On application by a judgment creditor of a partner or of a partner's transferee, a court having jurisdiction may charge the transferable interest of the judgment debtor to satisfy the judgment. The court may appoint a receiver of the share of the distributions due or to become due to the judgment debtor in respect of the partnership and make all other orders, directions, accounts, and inquiries the judgment debtor might have made or that the circumstances of the case may require.
(b) A charging order constitutes a lien on the judgment debtor's transferable interest in the partnership. The court may order a foreclosure of the interest subject to the charging order at any time. The purchaser at the foreclosure sale has the rights of a transferee.
(c) At any time before foreclosure, an interest charged may be redeemed
(1) by the judgment debtor;
(2) with property other than partnership property by one or more of the other partners; or
(3) with partnership property by one or more of the other partners with the consent of all of the partners whose interests are not charged.
(d) This chapter does not deprive a partner of a right under exemption laws with respect to the partner's interest in the partnership.
(e) This section provides the exclusive remedy by which a judgment creditor of a partner or partner's transferee may satisfy a judgment out of the judgment debtor's transferable interest in the partnership.
2023 Alaska Statutes › Title 32. Partnership › Chapter 06. Uniform Partnership Act › Article 5. Partner's Dissociation. › Sec. 32.06.602. Partner's power to dissociate; wrongful dissociation.

(a) A partner has the power to dissociate at any time, rightfully or wrongfully, by express will under AS 32.06.601(1).
(b) A partner's dissociation is wrongful only if
(1) the dissociation breaches an express provision of the partnership agreement; or
(2) in the case of a partnership for a definite term or particular undertaking, before the expiration of the term or the completion of the undertaking,
(A) the partner withdraws by express will, unless the withdrawal follows within 90 days after another partner's dissociation by death or otherwise under AS 32.06.601(6) - (10) or wrongful dissociation under this subsection;
(B) the partner is expelled by judicial determination under AS 32.06.601(5);
(C) the partner is dissociated by becoming a debtor in bankruptcy; or
(D) in the case of a partner who is not an individual, a trust other than a business trust, or an estate, the partner is expelled or otherwise dissociated because it wilfully dissolved or terminated.
(c) A partner who wrongfully dissociates is liable to the partnership and to the other partners for damages caused by the dissociation. The liability is in addition to any other obligation of the partner to the partnership or to the other partners.
2023 Alaska Statutes › Title 32. Partnership › Chapter 06. Uniform Partnership Act › Article 5. Partner's Dissociation. › Sec. 32.06.603. Effect of partner's dissociation.

(a) If a partner's dissociation results in a dissolution and winding up of the partnership business, AS 32.06.801 - 32.06.807 apply; otherwise AS 32.06.701 - 32.06.705 apply.
(b) Upon a partner's dissociation, the partner's
(1) right to participate in the management and conduct of the partnership business terminates, except as otherwise provided in AS 32.06.803;
(2) duty of loyalty under AS 32.06.404(b)(3) terminates; and
(3) duty of loyalty under AS 32.06.404(b)(1) and (2) and duty of care under AS 32.06.404(c) continue only with regard to matters arising and events occurring before the partner's dissociation unless the partner participates in winding up the partnership's business under AS 32.06.803.
2023 Alaska Statutes › Title 32. Partnership › Chapter 06. Uniform Partnership Act › Article 6. Partner's Dissociation when Business not Wound Up. › Sec. 32.06.702. Dissociated partner's power to bind and liability to partnership.

(a) For two years after a partner dissociates without the dissociation resulting in a dissolution and winding up of the partnership business, the partnership, including a surviving partnership under AS 32.06.905 - 32.06.908, is bound by an act of the dissociated partner that would have bound the partnership under AS 32.06.301 before dissociation only if, at the time of entering into the transaction, the other party
(1) reasonably believed that the dissociated partner was then a partner;
(2) did not have notice of the partner's dissociation; and
(3) is not considered to have had knowledge under AS 32.06.303(e) or notice under AS 32.06.704(c).
(b) A dissociated partner is liable to the partnership for damage that is caused to the partnership by an obligation incurred by the dissociated partner after dissociation and for which the partnership is liable under (a) of this section.
2023 Alaska Statutes › Title 32. Partnership › Chapter 06. Uniform Partnership Act › Article 6. Partner's Dissociation when Business not Wound Up. › Sec. 32.06.703. Dissociated partner's liability to other persons.

(a) A partner's dissociation does not of itself discharge the partner's liability for a partnership obligation incurred before dissociation. A dissociated partner is not liable for a partnership obligation incurred after dissociation, except as otherwise provided in (b) of this section.
(b) A partner who dissociates without the dissociation resulting in a dissolution and winding up of the partnership business is liable as a partner to the other party in a transaction entered into by the partnership, or a surviving partnership under AS 32.06.905 - 32.06.908, within two years after the partner's dissociation only if the partner is liable for the obligation under AS 32.06.306 and, at the time of entering into the transaction, the other party
(1) reasonably believed that the dissociated partner was then a partner;
(2) did not have notice of the partner's dissociation; and
(3) is not considered to have had knowledge under AS 32.06.303(e) or notice under AS 32.06.704(c).
(c) By agreement with the partnership creditor and the partners continuing the business, a dissociated partner may be released from liability for a partnership obligation.
(d) A dissociated partner is released from liability for a partnership obligation if a partnership creditor, with notice of the partner's dissociation but without the partner's consent, agrees to a material alteration in the nature or time of payment of a partnership obligation.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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).
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.