- Alaska Statutes.
- Title 32. Partnership
- Chapter 11. Uniform Limited Partnership Act
- Section 95. Conversion of Certain Entities to a Limited Partnership.
previous: Section 90
. Delivery of Certificates to Limited Partners.
next: Section 100
. Admission of Limited Partners.
AS 32.11.095. Conversion of Certain Entities to a Limited Partnership.
- (a) Any other entity may convert to a limited partnership by filing with the department
- (1) a certificate of conversion to a limited partnership that has been executed under (b) of this section by one or more
persons organizing the conversion; and
- (2) a certificate of limited partnership that complies with AS 32.11.010 and that has been signed by one or more persons
organizing the conversion.
- (b) The certificate of conversion to a limited partnership must state
- (1) the date on which and jurisdiction where the other entity was first created, formed, or incorporated, or otherwise
came into being and, if the other entity has changed its jurisdiction, its jurisdiction immediately before its
conversion to a limited partnership;
- (2) the name of the other entity immediately before the filing of the certificate of conversion to a limited partnership;
- (3) the name of the limited partnership as stated in its certificate of limited partnership filed under (a) of this
- (4) the future effective date or time, which must be a certain date or certain time, of the conversion to a limited
partnership if the conversion is not to be effective upon the filing of the certificate of conversion to a limited
partnership and the certificate of limited partnership.
- (c) On the filing with the department of the certificate of conversion to a limited partnership and the certificate of
limited partnership, or on the future effective date or time of the certificate of conversion to a limited partnership
and the certificate of limited partnership, the other entity is converted to a limited partnership, and, after the
conversion, is subject to all of the provisions of this chapter, except that, notwithstanding AS 32.11.060
(b), the existence of the limited partnership is considered to have commenced on the date the other entity commenced
its existence in the jurisdiction in which the other entity was first created, formed, or incorporated, or otherwise
came into being.
- (d) The conversion of any other entity to a limited partnership does not affect any obligation or liability of the other
entity incurred before the conversion to a limited partnership, or the personal liability of any person that is
incurred before the conversion.
- (e) When a conversion of any other entity to a limited partnership becomes effective under this section, for all purposes
of the laws of this state
- (1) all of the rights, privileges, and powers of the other entity, all real, personal, and mixed property, all debts due
to the other entity, and all other things and causes of action belonging to the other entity are vested in the limited
partnership and are, after the conversion, the property of the limited partnership as they were of the other entity;
- (2) the title to any real property vested by deed, or otherwise vested, in the other entity does not revert and is not in
any way impaired by reason of this chapter;
- (3) all rights of creditors and all liens on any property of the other entity attach to the limited partnership; and
- (4) all debts, liabilities, and duties of the other entity attach to the limited partnership, and may be enforced against
it to the same extent as if the debts, liabilities, and duties had been incurred or contracted by it.
- (f) Unless otherwise agreed, or as required under the applicable law of another state, any other entity that converts to a
limited partnership under this section is not required to wind up its affairs or to pay its liabilities and distribute
its assets, and the conversion does not constitute a dissolution of the other entity.
- (g) Before filing a certificate of conversion to a limited partnership with the department, a partnership agreement must
be approved in the manner provided for by the document, instrument, agreement, or other writing governing the internal
affairs of the other entity and the conduct of its business, or by applicable law, as appropriate, except that, in any
event, the approval must include the approval of any person who, on the effective date or time of the conversion, will
be a general partner of the limited partnership.
- (h) The provisions of this section may not be construed to limit the accomplishment of a change in the law governing, or
of the domicile of, any other entity, to this state by any other means provided for in a partnership agreement or other
agreement, or as otherwise permitted by law, including by the amendment of a partnership agreement or other agreement.
- (i) In this section, "other entity" means a business trust, an association, a real estate investment trust, a common law
trust, or any other unincorporated business, including a general partnership, a limited liability partnership, a
foreign limited partnership, a foreign limited liability partnership, and a limited liability company.
Article 02. LIMITED PARTNERS
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