(a) A promise by a limited partner to contribute to the limited partnership is not enforceable unless set out in a writing signed by the limited partner.

Terms Used In Alaska Statutes 32.11.210

  • 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.
  • 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
  • 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
  • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
  • 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
  • property: includes real and personal property. See Alaska Statutes 01.10.060
  • writing: includes printing. See Alaska Statutes 01.10.060
(b) Except as provided in the partnership agreement, a partner is obligated to the limited partnership to perform an enforceable promise to contribute cash or property or to perform services even if the partner is unable to perform because of death, disability, or other reason. If a partner does not make the required contribution of property or services, the partner is obligated at the option of the limited partnership to contribute cash equal to that portion of the value, as stated in the partnership records required to be kept under Alaska Stat. § 32.11.840, of the stated contribution that has not been made.
(c) Unless otherwise provided in the partnership agreement, the obligation of a partner to make a contribution or return money or other property paid or distributed in violation of this chapter may be compromised only by consent of all partners. Notwithstanding the compromise, a creditor of a limited partnership who extends credit or otherwise acts in reliance on that obligation after the partner signs a writing that reflects the obligation, and before the amendment or cancellation to reflect the compromise, may enforce the original obligation.
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