- Alaska Statutes.
- Title 32. Partnership
- Chapter 6. Uniform Partnership Act
- Section 902. Conversion of Partnership to Limited Partnership.
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. Settlement of Accounts and Contributions Among Partners.
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. Conversion of Limited Partnership to Partnership.
AS 32.06.902. Conversion of Partnership to Limited Partnership.
- (a) A partnership may be converted to a limited partnership under this section.
- (b) The terms and conditions of a conversion of a partnership to a limited partnership must be approved by all of the
partners or by a number or percentage specified for conversion in the partnership agreement.
- (c) After the conversion is approved by the partners, the partnership shall file a certificate of limited partnership with
the department. The certificate must include
- (1) a statement that the partnership was converted to a limited partnership from a partnership;
- (2) the partnership's former name; and
- (3) a statement of the number of votes cast by the partners for and against the conversion and, if the vote is less than
unanimous, the number or percentage required to approve the conversion under the partnership agreement.
- (d) The conversion takes effect when the certificate of limited partnership is filed or at a later date specified in the
- (e) A general partner who becomes a limited partner as a result of the conversion remains liable as a general partner for
an obligation incurred by the partnership before the conversion takes effect. If the other party to a transaction with
the limited partnership reasonably believes when entering into the transaction that the limited partner is a general
partner, the limited partner is liable for an obligation incurred by the limited partnership within 90 days after the
conversion takes effect. The limited partner's liability for all other obligations of the limited partnership incurred
after the conversion takes effect is that of a limited partner under AS 32.11.
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