(a) Except as provided in (b) of this section, a person who makes a contribution to a business enterprise and erroneously but in good faith believes that the person has become a limited partner in the enterprise is not a general partner in the enterprise and is not bound by its obligations by reason of making the contribution, receiving distributions from the enterprise, or exercising the rights of a limited partner, if, on ascertaining the mistake, the person

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Terms Used In Alaska Statutes 32.11.130

  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • commissioner: means the commissioner of commerce, community, and economic development. See Alaska Statutes 32.11.900
  • contribution: means cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services, that a partner contributes to a limited partnership as a partner. See Alaska Statutes 32.11.900
  • general partner: means a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and named in the certificate of limited partnership as a general partner. See Alaska Statutes 32.11.900
  • limited partner: means a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement. See Alaska Statutes 32.11.900
  • partner: means a limited or general partner. See Alaska Statutes 32.11.900
  • Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
  • person: includes a corporation, company, partnership, firm, association, organization, business trust, or society, as well as a natural person. See Alaska Statutes 01.10.060
(1) causes an appropriate certificate of limited partnership or a certificate of amendment to be executed and filed; or
(2) withdraws from future equity participation in the enterprise by executing and filing in the office of the commissioner a certificate declaring withdrawal under this section.
(b) A person who makes a contribution of the kind described in (a) of this section is liable as a general partner to a third party who transacts business with the enterprise before (1) the person withdraws and an appropriate certificate is filed to show withdrawal, or (2) an appropriate certificate is filed to show that the person is not a general partner, but in either case under (1) or (2) only if the third party actually believed in good faith that the person was a general partner at the time of the transaction.
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