Upon the winding up of a limited partnership, the assets shall be distributed as follows:

(1) to creditors, including partners who are creditors, to the extent permitted by law, in satisfaction of liabilities of the limited partnership other than liabilities for distributions to partners under Alaska Stat. § 32.11.240 or 32.11.270;

Terms Used In Alaska Statutes 32.11.400

  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • 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
(2) except as provided in the partnership agreement, to partners and former partners in satisfaction of liabilities for distributions under Alaska Stat. § 32.11.240 or 32.11.270; and
(3) except as provided in the partnership agreement, to partners first for the return of their contributions and secondly respecting their partnership interests, in the proportions in which the partners share in distributions.
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