(a) An assignee of a partnership interest, including an assignee of a general partner, may become a limited partner if and to the extent that

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Terms Used In Alaska Statutes 32.11.350

  • 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
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • 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.
  • partnership agreement: means a valid agreement, written or oral, of the partners as to the affairs of a limited partnership and the conduct of its business. See Alaska Statutes 32.11.900
  • partnership interest: means a partner's share of the profits and losses of a limited partnership and the right to receive distributions of partnership assets. See Alaska Statutes 32.11.900
(1) the assignor gives the assignee that right in accordance with authority described in the partnership agreement; or
(2) all other partners consent.
(b) An assignee who has become a limited partner has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of a limited partner under the partnership agreement and this chapter. An assignee who becomes a limited partner also is liable for the obligations of the assignee’s assignor to make and return contributions as provided in Alaska Stat. § 32.11.200 – 32.11.310. However, the assignee is not obligated for liabilities unknown to the assignee at the time the assignee became a limited partner.
(c) If an assignee of a partnership interest becomes a limited partner, the assignor is not released from the assignor’s liability to the limited partnership under Alaska Stat. § 32.11.070 and 32.11.210.
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