Uniform Partnership Act

Alaska · Partnership · §§ 32.06.201 to 32.06.997 · 62 sections

Overview

The act governs the formation, internal operation, and eventual dissolution of general partnerships, treating the partnership as an entity that can own and transfer property, sue and be sued, and act through its partners as agents. It supplies default rules for the relationship among partners — fiduciary duties, access to books and records, distributions, and what a partner owns and may transfer — while setting the terms on which the partnership and its individual partners become liable to outsiders, including creditors who reach a partner's transferable interest by court order. It also establishes filing mechanisms through which authority, its denial, a partner's departure, and dissolution can be made a matter of public record, and it defines when a partner's dissociation triggers a buyout rather than the end of the business, along with the process for winding up and settling accounts when the partnership does terminate.

Editorial summary generated from the text of this act. It is not part of the statute — read the sections below for the operative language.

Sections covered

AS 32.06.201Partnership as entity
AS 32.06.202Formation of partnership
AS 32.06.203Partnership property
AS 32.06.204When property is partnership property
AS 32.06.301Partner as agent of partnership
AS 32.06.302Transfer and recovery of partnership property
AS 32.06.303Statement of partnership authority
AS 32.06.304Statement of denial
AS 32.06.305Partnership liable for partner's actionable conduct
AS 32.06.306Partner's liability
AS 32.06.307Actions by and against partnership and partners
AS 32.06.308Liability of purported partner
AS 32.06.401Partner's rights and duties
AS 32.06.402Distributions in kind
AS 32.06.403Partner's rights and duties with respect to information
AS 32.06.404General standards of partner's conduct
AS 32.06.405Actions by partnership and partners
AS 32.06.406Continuation of partnership beyond definite term or particular undertaking
AS 32.06.501Partner not co-owner of partnership property
AS 32.06.502Partner's transferable interest in partnership
AS 32.06.503Transfer of partner's transferable interest
AS 32.06.504Partner's transferable interest subject to charging order
AS 32.06.601Events causing partner's dissociation
AS 32.06.602Partner's power to dissociate; wrongful dissociation
AS 32.06.603Effect of partner's dissociation
AS 32.06.701Purchase of dissociated partner's interest
AS 32.06.702Dissociated partner's power to bind and liability to partnership
AS 32.06.703Dissociated partner's liability to other persons
AS 32.06.704Statement of dissociation
AS 32.06.705Continued use of partnership name
AS 32.06.801Events causing dissolution and winding up of partnership business
AS 32.06.802Partnership continuation after dissolution
AS 32.06.803Winding up partnership business
AS 32.06.804Partner's power to bind partnership after dissolution
AS 32.06.805Statement of dissolution
AS 32.06.806Partner's liability to other partners after dissolution
AS 32.06.807Settlement of accounts and contributions among partners
AS 32.06.902Conversion of partnership to limited partnership. [Repealed, § 29 ch 60 SLA 2013.]
AS 32.06.903Conversion of limited partnership to partnership. [Repealed, § 29 ch 60 SLA 2013.]
AS 32.06.904Effect of conversion; entity unchanged. [Repealed, § 29 ch 60 SLA 2013.]
AS 32.06.905Merger of partnerships
AS 32.06.906Effect of merger
AS 32.06.907Statement of merger
AS 32.06.908Nonexclusivity
AS 32.06.909Definitions for AS 32.06.902 — 32.06.908. [Repealed, § 29 ch 60 SLA 2013.]
AS 32.06.911Change to limited liability partnership; statement of qualification
AS 32.06.912Name
AS 32.06.913Biennial report; revocation of qualification
AS 32.06.921Law governing foreign limited liability partnerships
AS 32.06.922Statement of foreign qualification
AS 32.06.923Effect of failure to have statement of foreign qualification
AS 32.06.924Activities not constituting transacting business
AS 32.06.925Action by attorney general
AS 32.06.955Knowledge and notice
AS 32.06.960Effect of partnership agreement; nonwaivable provisions
AS 32.06.965Supplemental principles of law
AS 32.06.970Execution, filing, recording, amendment, and cancellation of statements
AS 32.06.975Governing law
AS 32.06.985Partnership subject to amendment or repeal of chapter
AS 32.06.990Uniformity of application and construction
AS 32.06.995Definitions
AS 32.06.997Short title

Enacted in other states

Arkansas, California, Colorado, Connecticut, District of Columbia, Iowa, Idaho, Illinois, Indiana, Kentucky, Minnesota, Montana, North Carolina, New Hampshire, New Jersey, New Mexico, Ohio, Pennsylvania, South Carolina, South Dakota, Tennessee, Utah, Virginia, West Virginia, Wyoming

All Alaska named statutes →

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