Partnership Agreement - Limited (Alaska)

ALASKA LIMITED PARTNERSHIP AGREEMENT

Effective date: [__/__/____]

This Limited Partnership Agreement ("Agreement") is made by the General Partner and Limited Partners listed in Schedule A for [PARTNERSHIP NAME] Limited Partnership ("Partnership").

1. Formation Gate

Do not execute this Agreement as a completed formation packet until counsel confirms:

• ☐ the Partnership will have at least one General Partner and at least one Limited Partner;
• ☐ the name contains the words "limited partnership" without abbreviation, satisfies the limited-partner-name restriction, and is distinguishable on the Department's records;
• ☐ the Certificate states the Partnership name, specified-office address, service-of-process agent name and address, and each General Partner's name and business address;
• ☐ all General Partners will sign the original Certificate;
• ☐ the Certificate has been accepted for filing by the Alaska Department of Commerce, Community, and Economic Development, or states an approved later effective time;
• ☐ every contribution, ownership percentage, allocation, distribution, withdrawal, transfer, and dissolution term is complete and internally consistent; and
• ☐ tax, securities, licensing, industry, employment, financing, insurance, and local-law issues have been separately reviewed.

The Partnership is formed only when the Certificate is filed or at the later time specified in it, assuming substantial compliance with AS 32.11.010.

2. Partnership Identity

2.1 Name. The Partnership name is [PARTNERSHIP NAME] Limited Partnership. The Partners shall not abbreviate the required words in the name stated in the Certificate.

2.2 Purpose. The Partnership's business purpose is: [________________________________]. The Partnership may conduct other lawful activities approved under this Agreement.

2.3 Specified Office. The Alaska office where the records required by AS 32.11.840 will be kept is:

[________________________________]

2.4 Service-of-Process Agent. The eligible Alaska agent and address are:

[________________________________]

2.5 Term. The Partnership continues until dissolved under Section 12.

2.6 Certificate Control. A Certificate statement does not replace this Agreement except to the extent required by law. The General Partner shall keep the Certificate accurate and make the filings described in Section 13.

3. Partners and Contributions

3.1 Partners. Schedule A separately identifies every General Partner and Limited Partner, including each full name, business address, contribution, agreed value, and Percentage Interest.

3.2 Initial Contributions. Each Partner promises to contribute the cash, property, services, promissory note, or other obligation written in Schedule A at the stated time. Each Partner's signature on this Agreement confirms that Partner's written contribution promise.

3.3 Additional Contributions. No Partner must make an additional contribution unless that Partner signs a writing stating the amount or property, agreed value, and due date.

3.4 Failure to Contribute. The Partnership may pursue the remedy selected in Schedule B after counsel reviews AS 32.11.210 and the transaction. Schedule B may not state a penalty or forfeiture unless counsel approves it.

3.5 No Interest. No Partner receives interest on a contribution unless Schedule B expressly provides a reviewed term.

4. Allocations and Distributions

4.1 Profits and Losses. Profits and losses will be allocated according to the written percentages or formula in Schedule B. If Schedule B is blank, the Partners acknowledge that AS 32.11.220 supplies its contribution-value default.

4.2 Distributions. Distributions will be allocated according to the written percentages or formula in Schedule B. If Schedule B is blank, the Partners acknowledge that AS 32.11.230 supplies its contribution-value default.

4.3 Interim Distributions. The General Partner may authorize an interim distribution only at the time or on the event stated in Schedule B and only after documenting compliance with AS 32.11.300.

4.4 No Unreviewed In-Kind Distribution. A noncash distribution must follow the written method in Schedule B. If none is stated, AS 32.11.280 controls.

4.5 Returned Contributions. The recipient of a returned contribution remains subject to AS 32.11.310, including its one-year rule for a lawful return and six-year rule for a wrongful return.

4.6 Tax Terms. Tax classifications, elections, allocations, capital-account terms, and representative designations belong in a separately reviewed Schedule C. This Agreement makes no automatic federal or Alaska tax election.

5. General Partner Management

5.1 Management Authority. Subject to this Agreement and Alaska law, the General Partner manages the Partnership and may act for it in the ordinary course of the approved business.

5.2 Reserved Decisions. The General Partner must obtain the approval stated below before taking a reserved action:

5.3 Compensation and Expenses. The General Partner receives only the compensation and documented expense reimbursement stated in Schedule B.

5.4 Other Activities and Conflicts. Any permission for other business activities or conflict transactions must be stated in Schedule B and approved under Section 5.2.

5.5 General Partner Liability. AS 32.11.170, this Agreement, and applicable Alaska partnership law govern a General Partner's powers, restrictions, and liabilities. This Agreement does not promise a liability shield to a General Partner.

6. Limited Partners

6.1 Statutory Liability Rule. A Limited Partner is not liable for Partnership obligations solely because of limited-partner status. AS 32.11.120 controls the consequences of also serving as a General Partner, participating in control, third-party reliance, and knowingly permitting use of a Limited Partner's name in the Partnership name.

6.2 Reserved Voting and Activities. Limited Partners may consult with and advise the General Partner, request or attend meetings, approve or disapprove the reserved decisions in Section 5.2, and exercise other rights permitted by this Agreement and AS 32.11.120. No clause in this Agreement guarantees that an activity outside the statute's analysis is liability-free.

6.3 Information. A Limited Partner may inspect and copy the records required by AS 32.11.840 and may make a reasonable demand for the information described in AS 32.11.140.

6.4 Meetings. Limited Partners holding at least [____]% of Limited Partner Percentage Interests may request a meeting by written notice stating the proposed business. The General Partner shall provide at least [____] days' notice of the meeting.

7. Records and Reports

7.1 Required Records. At the specified office, the Partnership shall keep:

• the current alphabetical lists of General Partners and Limited Partners, with full names and last known business addresses;
• the Certificate and every amendment, together with executed powers of attorney used for a Certificate;
• federal, state, and local income-tax returns and reports, if any, for the three most recent years;
• the effective written Agreement and financial statements for the three most recent years;
• the contribution, additional-contribution, distribution, and dissolution writings required by AS 32.11.840; and
• any filed statement of merger, interest exchange, conversion, or domestication.

7.2 Internal Reports. In addition to statutory access, the General Partner shall provide each Partner these reports on this schedule: [________________________________].

7.3 Filing Calendar. The General Partner shall maintain a current filing calendar based on the Department's then-current instructions. This Agreement does not hard-code a filing fee, report cycle, or form number.

8. Assignment and Admission of Transferees

8.1 Assignment Restriction. A Partner may assign all or part of a Partnership Interest only with [General Partner / unanimous Partner / ____%] written consent and satisfaction of Schedule D.

8.2 Economic Rights Only. Unless admitted as a Limited Partner, an assignee receives only the assigned distributions and does not become a Partner or receive management, voting, information, or other Partner rights.

8.3 Admission. An assignee may become a Limited Partner only as authorized by this Agreement or with all other Partners' consent, after signing the joinder in Schedule E and completing every required record and filing update.

8.4 No Automatic Release. Admission of an assignee does not automatically release the assignor from contribution or false-certificate liabilities addressed by AS 32.11.350(c).

9. Withdrawal and Removal

9.1 General Partner Withdrawal. A General Partner may withdraw by written notice to the other Partners. The agreed notice period is [____] days. A withdrawal that violates this Agreement may support the Partnership's statutory breach damages and offset, but this Agreement does not state that a breaching withdrawal is ineffective.

9.2 Limited Partner Withdrawal. A Limited Partner may withdraw only on this written event or date: [________________________________]. If none is completed, the no-withdrawal default in AS 32.11.260 applies before dissolution and winding up.

9.3 Withdrawal Distribution. The amount, valuation date, payment schedule, reserves, and approved offsets for a withdrawing Partner are stated in Schedule D. If Schedule D is incomplete, AS 32.11.270 supplies its fair-value default.

9.4 Removal. A General Partner may be removed on these grounds and by this written approval procedure: [________________________________]. Removal is an event of withdrawal under AS 32.11.160.

10. Admission and Departure Administration

10.1 New General Partner. Admission must follow this Agreement, and the new General Partner must sign the required Certificate amendment.

10.2 Thirty-Day Amendment Events. Within 30 days after admission or withdrawal of a General Partner, or continuation under AS 32.11.370 after a General Partner's withdrawal, the General Partner shall file the amendment required by AS 32.11.020(b).

10.3 Other Inaccuracy. A General Partner who learns that a Certificate statement was false when made or has become inaccurate shall promptly cause an amendment to be filed.

10.4 Partner Copies. Unless this Agreement is amended to provide otherwise, the General Partner shall promptly deliver or mail each filed Certificate, amendment, or cancellation copy returned by the Department to every Limited Partner.

11. Contractual Remedies and Insurance

11.1 Breach. A Partner that materially breaches a completed obligation in this Agreement is responsible for the remedies approved in Schedule D, subject to Alaska law.

11.2 Indemnification. No blanket indemnity or liability cap is created by this form. Any indemnity, advancement, exculpation, or insurance arrangement must be written in Schedule D after counsel reviews the parties, conduct standard, public policy, and insurance terms.

11.3 No Automatic Fee or Equitable-Relief Clause. Attorney-fee allocation, arbitration, jury waiver, and provisional relief require separate Alaska-law and forum review and are not supplied by this form.

12. Dissolution and Winding Up

12.1 Dissolution Events. The Partnership dissolves upon the first of:

• [DATE OR WRITTEN AGREEMENT EVENT: ________________________________];
• all Partners' written consent;
• withdrawal of a General Partner when no other General Partner remains, unless a majority in interest of the remaining Partners agree in writing within 90 days to continue the business and appoint one or more additional General Partners effective as of the withdrawal date; or
• entry of a judicial-dissolution decree under AS 32.11.380.

12.2 Winding Up. The General Partners who have not wrongfully dissolved the Partnership may wind up its affairs. If none exists, the Limited Partners may do so, subject to the Agreement and AS 32.11.390. A qualifying person may seek superior-court winding up under that section.

12.3 Asset Order. Assets shall be applied first to creditors, including qualifying Partner creditors, and then in the order stated by AS 32.11.400 and completed Schedule B.

12.4 Certificate Cancellation. The General Partners shall sign and file the Certificate of Cancellation upon dissolution and commencement of winding up. They shall not defer the filing merely because winding up is incomplete.

13. Certificate and Office Changes

13.1 Certificate Contents. Schedule F collects the name, specified office, agent, each General Partner, and any optional matter approved for the original Certificate.

13.2 Signatures. All General Partners must sign the original Certificate and Certificate of Cancellation. A Certificate amendment must be signed as required by AS 32.11.040.

13.3 Office or Agent Change. A change statement under AS 32.11.830(b), rather than an invented Certificate amendment, shall be used when that section applies. All General Partners must approve the change.

14. Amendments and General Terms

14.1 Amendment Threshold. This Agreement may be amended only by:

• ☐ unanimous written consent of all Partners; or
• ☐ this alternative written threshold approved by counsel: [________________________________].

If neither option is completed, AS 32.11.835's unanimous-consent default applies.

14.2 Notices. Notices must be in writing and delivered to Schedule A addresses by: [________________________________].

14.3 Entire Agreement. This Agreement and its completed schedules contain the Partners' agreement on the Partnership's affairs and business conduct.

14.4 Severability. Insert an Alaska-reviewed severability clause, if desired: [________________________________].

14.5 Governing Law. Alaska law governs this domestic Limited Partnership and this Agreement.

14.6 Dispute Terms. Insert any reviewed negotiation, mediation, arbitration, forum, jury-waiver, fee, or provisional-relief terms in Schedule D. A blank Schedule D creates none of those terms.

14.7 Execution Method. Counsel shall approve any counterpart, electronic-signature, witness, or notarization language before use. This form does not declare an electronic copy to be an original for every purpose.

15. Signatures

The undersigned agree to the completed Agreement and schedules. Each Partner should sign the contribution terms in Schedule A; each General Partner must separately sign the Certificate as required by AS 32.11.040.

General Partner

[GENERAL PARTNER LEGAL NAME]

By: [________________________________]

Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

Limited Partner

[LIMITED PARTNER LEGAL NAME]

By: [________________________________]

Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

Add signature blocks for every additional Partner.

Schedule A — Partners, Contributions, and Interests

Total Percentage Interests must equal 100%: [____]%.

Schedule B — Economics and Management Terms

Profit-and-loss allocation formula: [________________________________]

Distribution allocation formula: [________________________________]

Interim distribution times or events: [________________________________]

Noncash distribution method: [________________________________]

General Partner compensation and expenses: [________________________________]

Approved failure-to-contribute remedy: [________________________________]

Schedule C — Tax Terms

Insert only after tax review: [________________________________]

Schedule D — Transfer, Withdrawal, Remedy, and Dispute Terms

Transfer conditions: [________________________________]

Withdrawal valuation and payment terms: [________________________________]

Reviewed remedies, indemnity, insurance, or dispute terms: [________________________________]

Schedule E — Joinder

The undersigned accepts admission as a [Limited / General] Partner of [PARTNERSHIP NAME] Limited Partnership, agrees to the Agreement as amended through [__/__/____], and makes the contribution stated below.

Name: [________________________________]

Contribution and agreed value: [________________________________]

Signature: [________________________________] Date: [__/__/____]

Admission approval: [________________________________]

Schedule F — Certificate Worksheet

Sources and References

• Alaska Legislature — AS 32.11.010-.250
• Alaska Legislature — AS 32.11.240-.310
• Alaska Legislature — AS 32.11.300-.410
• Alaska Legislature — AS 32.11.800-.920