(a) A certificate of limited partnership is amended by filing a certificate of amendment with the department. The certificate must set out

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Terms Used In Alaska Statutes 32.11.020

  • 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.
  • certificate of limited partnership: means the certificate referred to in Alaska Stat. See Alaska Statutes 32.11.900
  • department: means the Department of Commerce, Community, and Economic Development. See Alaska Statutes 32.11.900
  • event of withdrawal of a general partner: means an event that causes a person to cease to be a general partner under Alaska Stat. 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
  • 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) the name of the limited partnership;
(2) the date of filing the certificate to be amended; and
(3) the amendment to the certificate.
(b) Within 30 days after the following events, an amendment to a certificate of limited partnership reflecting the occurrence of the event or events shall be filed:

(1) the admission of a new general partner;
(2) the withdrawal of a general partner; or
(3) the continuation of the business under Alaska Stat. § 32.11.370 after an event of withdrawal of a general partner.
(c) A general partner who becomes aware that a statement in a certificate of limited partnership was false when made or that an arrangement or other fact described has changed, making the certificate inaccurate, shall promptly amend the certificate.
(d) A certificate of limited partnership may be amended at any time for any other proper purpose the general partners determine.
(e) A person may not be held liable because an amendment to a certificate of limited partnership has not been filed to reflect the occurrence of an event referred to in (b) of this section if the amendment is filed within the 30-day period specified in (b) of this section.
(f) A restated certificate of limited partnership may be executed and filed in the same manner as a certificate of amendment.
(g) A certificate of limited partnership may also be amended by filing a plan of merger, interest exchange, conversion, or domestication under Alaska Stat. Chapter 10.55 (Alaska Entity Transactions Act).
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