SB 304: "An Act adopting the Alaska Entity Transactions Act; relating to changing the form of entities, including corporations, partnerships, limited liability companies, business trusts, and other organizations; amending Rule 79, Alaska Rules of Civil Procedure, and Rules 602(b)(2), 602(c), and 605.5, Alaska Rules of Appellate Procedure; and providing for an effective date."
00 SENATE BILL NO. 304 01 "An Act adopting the Alaska Entity Transactions Act; relating to changing the form of 02 entities, including corporations, partnerships, limited liability companies, business 03 trusts, and other organizations; amending Rule 79, Alaska Rules of Civil Procedure, and 04 Rules 602(b)(2), 602(c), and 605.5, Alaska Rules of Appellate Procedure; and providing 05 for an effective date." 06 BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF ALASKA: 07 * Section 1. AS 06.26.650(a) is amended to read: 08 (a) A national bank whose main office is located in the state or a state bank 09 whose main office is located in the state may convert to a trust company or merge or 10 consolidate with a trust company, and a trust company may merge or consolidate with 11 another trust company, if the conversion, merger, or consolidation is consistent with 12 federal and state law and approved by the department. The requirements of 13 AS 06.26.650 and 06.26.660 [AS 06.26.650 - 06.26.670] are in addition to the merger
01 and consolidation requirements of AS 10.06. 02 * Sec. 2. AS 10.06 is amended by adding new sections to article 8 to read: 03 Sec. 10.06.595. Application of provisions. AS 10.06.566 - 10.06.568 do not 04 apply to mergers, interest exchanges, conversions, and domestications that are covered 05 by AS 10.55. 06 Sec. 10.06.600. Definitions. In AS 10.06.530 - 10.06.590, 07 (1) "consolidation" means a consolidation authorized by AS 10.06.534 08 or 10.06.562; 09 (2) "merger" means a merger authorized by AS 10.06.530 or 10 10.06.562; 11 (3) "share exchange" means a share exchange authorized by 12 AS 10.06.538 or an exchange of shares covered by AS 10.06.562. 13 * Sec. 3. AS 10.15.455 is amended to read: 14 Sec. 10.15.455. Definitions. In AS 10.15.400 - 10.15.455 [AS 10.15.400 - 15 10.15.450], 16 (1) "new cooperative" means the new cooperative provided for in the 17 plan of consolidation; 18 (2) "surviving cooperative" means the cooperative designated in the 19 plan of merger as the surviving cooperative. 20 * Sec. 4. AS 10.50.990(1) is amended to read: 21 (1) "articles of organization" means the articles of organization filed 22 under AS 10.50.070 [OR 10.50.570] and the articles as amended or restated; 23 * Sec. 5. AS 10.50.990 is amended by adding new paragraphs to read: 24 (19) "consolidation" means a consolidation authorized by 25 AS 10.50.500; 26 (20) "merger" means a merger authorized by AS 10.50.500. 27 * Sec. 6. AS 10 is amended by adding a new chapter to read: 28 Chapter 55. Alaska Entity Transactions Act. 29 Article 1. General Provisions. 30 Sec. 10.55.103. Relationship of this chapter to other laws. (a) Unless 31 displaced by particular provisions of this chapter, the principles of law and equity
01 supplement this chapter. 02 (b) Except as expressly provided in this chapter, this chapter does not 03 authorize an act prohibited by, and does not affect the application or requirements of, 04 law other than this chapter. 05 (c) A transaction accomplished under this chapter may not create or impair 06 any right or obligation of a person under a provision of the law of this state other than 07 this chapter relating to a change in control, takeover, business combination, control- 08 share acquisition, or similar transaction involving a domestic merging, acquired, 09 converting, or domesticating corporation unless, 10 (1) if the corporation does not survive the transaction, the transaction 11 satisfies any requirements of the provision; or 12 (2) if the corporation survives the transaction, the approval of the plan 13 is by a vote of the shareholders or directors that would be sufficient to create or impair 14 the right or obligation directly under the provision. 15 Sec. 10.55.104. Required notice or approval. (a) A domestic or foreign entity 16 that is required to give notice to, or obtain the approval of, a governmental agency or 17 officer in order to be a party to a merger shall give the notice or obtain the approval in 18 order to be a party to an interest exchange, conversion, or domestication. 19 (b) Property held for a charitable purpose under the law of this state by a 20 domestic or foreign entity immediately before a transaction under this chapter 21 becomes effective may not, as a result of the transaction, be diverted from the objects 22 for which it was donated, granted, or devised unless, to the extent required by or under 23 the law of this state concerning the nondiversion of charitable assets, the entity obtains 24 an appropriate order of the superior court specifying the disposition of the property. 25 Sec. 10.55.105. Status of filings. A filing under this chapter becomes part of 26 the public organic document of the entity. 27 Sec. 10.55.106. Nonexclusivity. The fact that a transaction under this chapter 28 produces a certain result does not preclude the same result from being accomplished in 29 any other manner permitted by law other than this chapter. 30 Sec. 10.55.107. Reference to external facts. A plan may refer to facts 31 ascertainable outside of the plan if the manner in which the facts will operate on the
01 plan is specified in the plan. The facts may include the occurrence of an event or a 02 determination or action by a person, whether or not the event, determination, or action 03 is within the control of a party to the transaction. 04 Sec. 10.55.108. Alternative means of approval of transactions. Except as 05 otherwise provided in the organic law or organic rules of a domestic entity, approval 06 of a transaction under this chapter by the unanimous vote or consent of its interest 07 holders satisfies the requirements of this chapter for approval of the transaction. 08 Sec. 10.55.109. Appraisal rights. (a) An interest holder of a domestic 09 merging, acquired, converting, or domesticating entity is entitled to appraisal rights in 10 connection with the transaction if the interest holder would have been entitled to 11 appraisal rights under the entity's organic law in connection with a merger in which 12 the interest of the interest holder was changed, converted, or exchanged unless 13 (1) the organic law permits the organic rules to limit the availability of 14 appraisal rights; and 15 (2) the organic rules provide the limit described in (1) of this 16 subsection. 17 (b) An interest holder of a domestic merging, acquired, converting, or 18 domesticating entity is entitled to contractual appraisal rights in connection with a 19 transaction under this chapter to the extent provided 20 (1) in the entity's organic rules; 21 (2) in the plan; or 22 (3) in the case of a business corporation, by action of its governors. 23 (c) If an interest holder is entitled to contractual appraisal rights under (b) of 24 this section and the entity's organic law does not provide procedures for the conduct of 25 an appraisal rights proceeding, the interest holder is entitled to a reasonable appraisal 26 by an independent person. 27 Sec. 10.55.110. Excluded entities and transactions. The following entities 28 may not participate in a transaction under this chapter: 29 (1) a financial institution; in this paragraph, "financial institution" has 30 the meaning given in AS 06.05.990, and includes a mutual savings bank under 31 AS 06.15, a credit union under AS 06.45, a mortgage lender under AS 06.60, and a
01 mortgage broker under AS 06.60; 02 (2) an insurer regulated by AS 21; 03 (3) a BIDCO under AS 10.13; 04 (4) a cooperative under AS 10.25 (Electric and Telephone Cooperative 05 Act); 06 (5) a public corporation; or 07 (6) a municipality. 08 Sec. 10.55.120. Names. Notwithstanding the other provisions of this chapter, if 09 a domestic entity is created under this chapter or if the name of a domestic entity is 10 changed under this chapter, the name of the domestic entity may not be a name that is 11 reserved or registered to another entity under AS 10.35 and must comply with the 12 name requirements of any organic law that applies to the domestic entity. 13 Article 2. Merger. 14 Sec. 10.55.201. Merger authorized. (a) Except as otherwise provided in 15 AS 10.55.201 - 10.55.206, by complying with AS 10.55.201 - 10.55.206, 16 (1) one or more domestic entities may merge with one or more 17 domestic or foreign entities into a domestic or foreign surviving entity; and 18 (2) two or more foreign entities may merge into a domestic entity. 19 (b) Except as otherwise provided in this section, by complying with the 20 provisions of AS 10.55.201 - 10.55.206 applicable to foreign entities, a foreign entity 21 may be a party to a merger under AS 10.55.201 - 10.55.206 or may be the surviving 22 entity in a merger if the merger is authorized by the law of the foreign entity's 23 jurisdiction of organization. 24 (c) The provisions of AS 10.55.201 - 10.55.206 do not apply to 25 (1) a merger or consolidation under 26 (A) AS 10.06.530 - 10.06.600 or 10.06.960 (Alaska 27 Corporations Code); or 28 (B) AS 10.50.500 - 10.50.590 (Alaska Revised Limited 29 Liability Company Act); or 30 (2) a merger under 31 (A) AS 10.15.400 - 10.15.455 (Alaska Cooperative
01 Corporation Act); 02 (B) AS 10.20.216 - 10.20.280 (Alaska Nonprofit Corporation 03 Act); or 04 (C) AS 32.06.905 - 32.06.907 (Uniform Partnership Act). 05 Sec. 10.55.202. Plan of merger. (a) A domestic entity may become a party to 06 a merger under AS 10.55.201 - 10.55.206 by approving a plan of merger. The plan 07 must be in a record and contain 08 (1) as to each merging entity, the merging entity's name, jurisdiction of 09 organization, and type; 10 (2) if the surviving entity is to be created in the merger, a statement to 11 that effect and the surviving entity's name, jurisdiction of organization, and type; 12 (3) the manner of converting the interests in each party to the merger 13 into interests, securities, obligations, rights to acquire interests or securities, cash, or 14 other property, or any combination of interests, securities, obligations, rights to 15 acquire interests or securities, cash, or other property; 16 (4) if the surviving entity exists before the merger, any proposed 17 amendments to the surviving entity's public organic document or private organic rules 18 that are, or are proposed to be, in a record; 19 (5) if the surviving entity is to be created in the merger, the surviving 20 entity's proposed public organic document, if any, and the full text of the surviving 21 entity's private organic rules that are proposed to be in a record; 22 (6) the other terms and conditions of the merger; and 23 (7) any other provision required by the law of a merging entity's 24 jurisdiction of organization or the organic rules of a merging entity. 25 (b) A plan of merger may contain any other provision not prohibited by law. 26 Sec. 10.55.203. Approval of merger. (a) A plan of merger is not effective 27 unless it has been approved 28 (1) by a domestic merging entity 29 (A) in accordance with the requirements, if any, in the merging 30 entity's organic law and organic rules for approval of, 31 (i) in the case of an entity that is not a business
01 corporation, a merger; or 02 (ii) in the case of a business corporation, a merger 03 requiring approval by a vote of the interest holders of the business 04 corporation; or 05 (B) if neither the merging entity's organic law nor organic rules 06 provide for approval of a merger described in (A)(ii) of this paragraph, by all 07 of the interest holders of the entity entitled to vote on or consent to any matter; 08 and 09 (2) in a record, by each interest holder of a domestic merging entity 10 that will have interest-holder liability for liabilities that arise after the merger becomes 11 effective, unless, in the case of an entity that is not a business corporation or nonprofit 12 corporation, 13 (A) the organic rules of the entity provide in a record for the 14 approval of a merger in which some or all of the entity's interest holders 15 become subject to interest-holder liability by the vote or consent of fewer than 16 all of the interest holders; and 17 (B) the interest holder voted for or consented in a record to that 18 provision of the organic rules or became an interest holder after the adoption of 19 that provision. 20 (b) A merger involving a foreign merging entity is not effective unless it is 21 approved by the foreign entity in accordance with the law of the foreign entity's 22 jurisdiction of organization. 23 Sec. 10.55.204. Amendment or abandonment of plan of merger. (a) A plan 24 of merger of a domestic merging entity may be amended 25 (1) in the same manner as the plan was approved, if the plan does not 26 provide for the manner in which it may be amended; or 27 (2) by the governors or interest holders of the entity in the manner 28 provided in the plan; however, an interest holder that was entitled to vote on or 29 consent to approval of the merger is entitled to vote on or consent to any amendment 30 of the plan that will change 31 (A) the amount or kind of interests, securities, obligations,
01 rights to acquire interests or securities, cash, or other property, or any 02 combination of interests, securities, obligations, rights to acquire interests or 03 securities, cash, or other property, to be received by the interest holders of any 04 party to the plan; 05 (B) the public organic document or private organic rules of the 06 surviving entity that will be in effect immediately after the merger becomes 07 effective, except for changes that do not require approval of the interest holders 08 of the surviving entity under its organic law or organic rules; or 09 (C) any other terms or conditions of the plan, if the change 10 would adversely affect the interest holder in any material respect. 11 (b) After a plan of merger has been approved by a domestic merging entity 12 and before a statement of merger becomes effective, the plan may be abandoned 13 (1) as provided in the plan; or 14 (2) unless prohibited by the plan, in the same manner as the plan was 15 approved. 16 (c) If a plan of merger is abandoned after a statement of merger has been filed 17 with the department and before the filing becomes effective, a statement of 18 abandonment, signed on behalf of a merging entity, must be filed with the department 19 before the time the statement of merger becomes effective. The statement of 20 abandonment takes effect on filing, and the merger is abandoned and does not become 21 effective. The statement of abandonment must contain 22 (1) the name of each merging or surviving entity that is a domestic 23 entity or a qualified foreign entity; 24 (2) the date on which the statement of merger was filed; and 25 (3) a statement that the merger has been abandoned in accordance with 26 this section. 27 Sec. 10.55.205. Statement of merger; effective date. (a) A statement of 28 merger shall be signed on behalf of each merging entity and filed with the department. 29 (b) A statement of merger must contain 30 (1) the name, jurisdiction of organization, and type of each merging 31 entity that is not the surviving entity;
01 (2) the name, jurisdiction of organization, and type of the surviving 02 entity; 03 (3) if the statement of merger is not to be effective upon filing, the 04 later date and time on which it will become effective, which may not be more than 90 05 days after the date of filing; 06 (4) a statement that the merger was approved by each domestic 07 merging entity, if any, in accordance with AS 10.55.201 - 10.55.206 and by each 08 foreign merging entity, if any, in accordance with the law of the foreign merging 09 entity's jurisdiction of organization; 10 (5) if the surviving entity exists before the merger and is a domestic 11 filing entity, any amendment to the surviving entity's public organic document 12 approved as part of the plan of merger; 13 (6) if the surviving entity is created by the merger and is a domestic 14 filing entity, the surviving entity's public organic document, as an attachment; 15 (7) if the surviving entity is created by the merger and is a domestic 16 limited liability partnership, the surviving entity's statement of qualification, as an 17 attachment; and 18 (8) if the surviving entity is a foreign entity that is not a qualified 19 foreign entity, a mailing address to which the department may send any process served 20 on the commissioner under AS 10.55.206(e). 21 (c) In addition to the requirements of (b) of this section, a statement of merger 22 may contain any other provision not prohibited by law. 23 (d) If the surviving entity is a domestic entity, the surviving entity's public 24 organic document, if any, must satisfy the requirements of the law of this state, except 25 that it does not need to be signed and may omit any provision that is not required to be 26 included in a restatement of the public organic document. 27 (e) A plan of merger that is signed on behalf of all of the merging entities and 28 meets all of the requirements of (b) of this section may be filed with the department 29 instead of a statement of merger and, on filing, has the same effect as a statement of 30 merger. If a plan of merger is filed as provided in this subsection, references in this 31 chapter to a statement of merger refer to the plan of merger filed under this subsection.
01 (f) A statement of merger becomes effective on the date and time of filing or 02 the later date and time specified in the statement of merger under (b)(3) of this section. 03 Sec. 10.55.206. Effect of merger. (a) When a merger becomes effective, 04 (1) the surviving entity continues or comes into existence; 05 (2) each merging entity that is not the surviving entity ceases to exist; 06 (3) all property of each merging entity vests in the surviving entity 07 without assignment, reversion, or impairment; 08 (4) all liabilities of each merging entity are liabilities of the surviving 09 entity; 10 (5) except as otherwise provided by law other than this chapter or the 11 plan of merger, all of the rights, privileges, immunities, powers, and purposes of each 12 merging entity vest in the surviving entity; 13 (6) if the surviving entity exists before the merger, 14 (A) all of the surviving entity's property continues to be vested 15 in it without reversion or impairment; 16 (B) the surviving entity remains subject to all of its liabilities; 17 and 18 (C) all of the surviving entity's rights, privileges, immunities, 19 powers, and purposes continue to be vested in it; 20 (7) the name of the surviving entity may be substituted for the name of 21 any merging entity that is a party to any pending action or proceeding; 22 (8) if the surviving entity exists before the merger, 23 (A) the surviving entity's public organic document, if any, is 24 amended as provided in the statement of merger and is binding on its interest 25 holders; and 26 (B) the surviving entity's private organic rules that are to be in 27 a record, if any, are amended to the extent provided in the plan of merger and 28 are binding on and enforceable by 29 (i) the surviving entity's interest holders; and 30 (ii) in the case of a surviving entity that is not a 31 business corporation or a nonprofit corporation, any other person that is
01 a party to an agreement that is part of the surviving entity's private 02 organic rules; 03 (9) if the surviving entity is created by the merger, 04 (A) and if the surviving entity is a domestic entity, the 05 surviving entity is subject to the organic law in this state that governs the 06 internal affairs of the type of entity of the surviving entity; 07 (B) the surviving entity's public organic document, if any, is 08 effective and is binding on its interest holders; and 09 (C) the surviving entity's private organic rules are effective and 10 are binding on and enforceable by 11 (i) the surviving entity's interest holders; and 12 (ii) in the case of a surviving entity that is not a 13 business corporation or a nonprofit corporation, any other person that 14 was a party to an agreement that was part of the organic rules of a 15 merging entity if that person has agreed to be a party to an agreement 16 that is part of the surviving entity's private organic rules; and 17 (10) the interests in each merging entity that are to be converted in the 18 merger are converted, and the interest holders of those interests are entitled only to the 19 rights provided to them under the plan of merger and to any appraisal rights they have 20 under AS 10.55.109 and the merging entity's organic law. 21 (b) Except as otherwise provided in the organic law or organic rules of a 22 merging entity, the merger does not give rise to any rights that an interest holder, 23 governor, or third party would otherwise have upon a dissolution, liquidation, or 24 winding up of the merging entity. 25 (c) When a merger becomes effective, a person that did not have interest- 26 holder liability with respect to any of the merging entities and that becomes subject to 27 interest-holder liability with respect to a domestic entity as a result of a merger has 28 interest-holder liability only to the extent provided by the organic law of the entity and 29 only for those liabilities that arise after the merger becomes effective. 30 (d) When a merger becomes effective, the interest-holder liability of a person 31 that ceases to hold an interest in a domestic merging entity with respect to which the
01 person had interest-holder liability is as follows: 02 (1) the merger does not discharge any interest-holder liability under the 03 organic law of the domestic merging entity to the extent the interest-holder liability 04 arose before the merger became effective; 05 (2) the person does not have interest-holder liability under the organic 06 law of the domestic merging entity for any liability that arises after the merger 07 becomes effective; 08 (3) the organic law of the domestic merging entity continues to apply 09 to the release, collection, or discharge of any interest-holder liability preserved under 10 (1) of this subsection as if the merger had not occurred and the surviving entity were 11 the domestic merging entity; and 12 (4) the person has whatever rights of contribution from any other 13 person as are provided by the organic law or organic rules of the domestic merging 14 entity with respect to any interest-holder liability preserved under (1) of this 15 subsection as if the merger had not occurred. 16 (e) When a merger becomes effective, a foreign entity that is the surviving 17 entity 18 (1) may be served with process in this state for the collection and 19 enforcement of any liabilities of a domestic merging entity; and 20 (2) appoints the commissioner as the foreign entity's agent for service 21 of process for collecting or enforcing those liabilities. 22 (f) When a merger becomes effective, the certificate of authority or other 23 foreign qualification of any foreign merging entity that is not the surviving entity is 24 cancelled. 25 Article 3. Interest Exchange. 26 Sec. 10.55.301. Interest exchange authorized. (a) Except as otherwise 27 provided in this section, by complying with AS 10.55.301 - 10.55.306, 28 (1) a domestic entity may acquire all of one or more classes or series of 29 interests of another domestic or foreign entity in exchange for interests, securities, 30 obligations, rights to acquire interests or securities, cash, or other property, or any 31 combination of interests, securities, obligations, rights to acquire interests or
01 securities, cash, or other property; or 02 (2) all of one or more classes or series of interests of a domestic entity 03 may be acquired by another domestic or foreign entity in exchange for interests, 04 securities, obligations, rights to acquire interests or securities, cash, or other property, 05 or any combination of interests, securities, obligations, rights to acquire interests or 06 securities, cash, or other property. 07 (b) Except as otherwise provided in this section, by complying with the 08 provisions of AS 10.55.301 - 10.55.306 applicable to foreign entities, a foreign entity 09 may be the acquiring or acquired entity in an interest exchange under AS 10.55.301 - 10 10.55.306 if the interest exchange is authorized by the law of the foreign entity's 11 jurisdiction of organization. 12 (c) Unless the provision is amended after July 1, 2011, if a protected 13 agreement contains a provision that applies to a merger of a domestic entity but does 14 not refer to an interest exchange, the provision applies to an interest exchange in 15 which the domestic entity is the acquired entity as if the interest exchange were a 16 merger. 17 (d) The provisions of AS 10.55.301 - 10.55.306 do not apply to a share 18 exchange under AS 10.06.530 - 10.06.582 or 10.06.960; in this subsection, "share 19 exchange" means a share exchange authorized by AS 10.06.538 or an exchange 20 regulated by AS 10.06.960. 21 Sec. 10.55.302. Plan of interest exchange. (a) A domestic entity may be the 22 acquired entity in an interest exchange under AS 10.55.301 - 10.55.306 by approving a 23 plan of interest exchange. The plan must be in a record and contain 24 (1) the name and type of the acquired entity; 25 (2) the name, jurisdiction of organization, and type of the acquiring 26 entity; 27 (3) the manner of converting the interests in the acquired entity into 28 interests, securities, obligations, rights to acquire interests or securities, cash, or other 29 property, or any combination of interests, securities, obligations, rights to acquire 30 interests or securities, cash, or other property; 31 (4) any proposed amendments to the public organic document or
01 private organic rules that are, or are proposed to be, in a record of the acquired entity; 02 (5) the other terms and conditions of the interest exchange; and 03 (6) any other provision required by the law of this state or the organic 04 rules of the acquired entity. 05 (b) A plan of interest exchange may contain any other provision not prohibited 06 by law. 07 Sec. 10.55.303. Approval of interest exchange. (a) A plan of interest 08 exchange is not effective unless it has been approved 09 (1) by a domestic acquired entity 10 (A) in accordance with the requirements, if any, in the acquired 11 entity's organic law and organic rules for approval of an interest exchange; 12 (B) except as otherwise provided in (d) of this section, if 13 neither the acquired entity's organic law nor organic rules provide for approval 14 of an interest exchange, in accordance with the requirements, if any, in the 15 acquired entity's organic law and organic rules for approval of, 16 (i) in the case of an entity that is not a business 17 corporation, a merger, as if the interest exchange were a merger; or 18 (ii) in the case of a business corporation, a merger 19 requiring approval by a vote of the interest holders of the business 20 corporation, as if the interest exchange were that type of merger; or 21 (C) if neither its organic law nor organic rules provide for 22 approval of an interest exchange or a merger described in (B)(ii) of this 23 paragraph, by all of the interest holders of the entity entitled to vote on or 24 consent to any matter; and 25 (2) in a record, by each interest holder of a domestic acquired entity 26 that will have interest-holder liability for liabilities that arise after the interest 27 exchange becomes effective, unless, in the case of an entity that is not a business 28 corporation or nonprofit corporation, 29 (A) the organic rules of the entity provide in a record for the 30 approval of an interest exchange or a merger in which some or all of the 31 entity's interest holders become subject to interest-holder liability by the vote
01 or consent of fewer than all of the interest holders; and 02 (B) the interest holder voted for or consented in a record to that 03 provision of the organic rules or became an interest holder after the adoption of 04 that provision. 05 (b) An interest exchange involving a foreign acquired entity is not effective 06 unless it is approved by the foreign entity in accordance with the law of the foreign 07 entity's jurisdiction of organization. 08 (c) Except as otherwise provided in the acquiring entity's organic law or 09 organic rules, the interest holders of the acquiring entity are not required to approve 10 the interest exchange. 11 (d) A provision of the organic law of a domestic acquired entity that would 12 permit a merger between the acquired entity and the acquiring entity to be approved 13 without the vote or consent of the interest holders of the acquired entity because of the 14 percentage of interests in the acquired entity held by the acquiring entity does not 15 apply to approval of an interest exchange under (a)(1)(B) of this section. 16 Sec. 10.55.304. Amendment or abandonment of plan of interest exchange. 17 (a) A plan of interest exchange of a domestic acquired entity may be amended 18 (1) in the same manner as the plan was approved, if the plan does not 19 provide for the manner in which it may be amended; or 20 (2) by the governors or interest holders of the entity in the manner 21 provided in the plan; however, an interest holder that was entitled to vote on or 22 consent to approval of the interest exchange is entitled to vote on or consent to any 23 amendment of the plan that will change 24 (A) the amount or kind of interests, securities, obligations, 25 rights to acquire interests or securities, cash, or other property, or any 26 combination of interests, securities, obligations, rights to acquire interests or 27 securities, cash, or other property, to be received by any of the interest holders 28 of the acquired entity under the plan; 29 (B) the public organic document or private organic rules of the 30 acquired entity that will be in effect immediately after the interest exchange 31 becomes effective, except for changes that do not require approval of the
01 interest holders of the acquired entity under its organic law or organic rules; or 02 (C) any other terms or conditions of the plan, if the change 03 would adversely affect the interest holder in any material respect. 04 (b) After a plan of interest exchange has been approved by a domestic 05 acquired entity and before a statement of interest exchange becomes effective, the plan 06 may be abandoned 07 (1) as provided in the plan; or 08 (2) unless prohibited by the plan, in the same manner as the plan was 09 approved. 10 (c) If a plan of interest exchange is abandoned after a statement of interest 11 exchange has been filed with the department and before the filing becomes effective, a 12 statement of abandonment, signed on behalf of the acquired entity, must be filed with 13 the department before the time the statement of interest exchange becomes effective. 14 The statement of abandonment takes effect on filing, and the interest exchange is 15 abandoned and does not become effective. The statement of abandonment must 16 contain 17 (1) the name of the acquired entity; 18 (2) the date on which the statement of interest exchange was filed; and 19 (3) a statement that the interest exchange has been abandoned in 20 accordance with this section. 21 Sec. 10.55.305. Statement of interest exchange; effective date. (a) A 22 statement of interest exchange shall be signed on behalf of a domestic acquired entity 23 and filed with the department. 24 (b) A statement of interest exchange must contain 25 (1) the name and type of the acquired entity; 26 (2) the name, jurisdiction of organization, and type of the acquiring 27 entity; 28 (3) if the statement of interest exchange is not to be effective upon 29 filing, the later date and time on which it will become effective, which may not be 30 more than 90 days after the date of filing; 31 (4) a statement that the plan of interest exchange was approved by the
01 acquired entity in accordance with AS 10.55.301 - 10.55.306; and 02 (5) any amendments to the acquired entity's public organic document 03 approved as part of the plan of interest exchange. 04 (c) In addition to the requirements of (b) of this section, a statement of interest 05 exchange may contain any other provision not prohibited by law. 06 (d) A plan of interest exchange that is signed on behalf of a domestic acquired 07 entity and meets all of the requirements of (b) of this section may be filed with the 08 department instead of a statement of interest exchange and, on filing, has the same 09 effect as a statement of interest or exchange. If a plan of interest exchange is filed as 10 provided in this subsection, references in this chapter to a statement of interest 11 exchange refer to the plan of interest exchange filed under this subsection. 12 (e) A statement of interest exchange becomes effective on the date and time of 13 filing or the later date and time specified in the statement of interest exchange. 14 Sec. 10.55.306. Effect of interest exchange. (a) When an interest exchange 15 becomes effective, 16 (1) the interests in the acquired entity that are the subject of the interest 17 exchange cease to exist or are converted or exchanged, and the interest holders of 18 those interests are entitled only to the rights provided to them under the plan of interest 19 exchange and to any appraisal rights they have under AS 10.55.109 and the acquired 20 entity's organic law; 21 (2) the acquiring entity becomes the interest holder of the interests in 22 the acquired entity stated in the plan of interest exchange to be acquired by the 23 acquiring entity; 24 (3) the public organic document, if any, of the acquired entity is 25 amended as provided in the statement of interest exchange and is binding on the 26 acquired entity's interest holders; and 27 (4) the private organic rules of the acquired entity that are to be in a 28 record, if any, are amended to the extent provided in the plan of interest exchange and 29 are binding on and enforceable by 30 (A) the acquired entity's interest holders; and 31 (B) in the case of an acquired entity that is not a business
01 corporation or nonprofit corporation, any other person that is a party to an 02 agreement that is part of the acquired entity's private organic rules. 03 (b) Except as otherwise provided in the organic law or organic rules of the 04 acquired entity, the interest exchange does not give rise to any rights that an interest 05 holder, governor, or third party would otherwise have upon a dissolution, liquidation, 06 or winding up of the acquired entity. 07 (c) When an interest exchange becomes effective, a person that did not have 08 interest-holder liability with respect to the acquired entity and that becomes subject to 09 interest-holder liability with respect to a domestic entity as a result of the interest 10 exchange has interest-holder liability only to the extent provided by the organic law of 11 the entity and only for those liabilities that arise after the interest exchange becomes 12 effective. 13 (d) When an interest exchange becomes effective, the interest-holder liability 14 of a person that ceases to hold an interest in a domestic acquired entity with respect to 15 which the person had interest-holder liability is as follows: 16 (1) the interest exchange does not discharge any interest-holder 17 liability under the organic law of the domestic acquired entity to the extent the 18 interest-holder liability arose before the interest exchange became effective; 19 (2) the person does not have interest-holder liability under the organic 20 law of the domestic acquired entity for any liability that arises after the interest 21 exchange becomes effective; 22 (3) the organic law of the domestic acquired entity continues to apply 23 to the release, collection, or discharge of any interest-holder liability preserved under 24 (1) of this subsection as if the interest exchange had not occurred; and 25 (4) the person has whatever rights of contribution from any other 26 person as are provided by the organic law or organic rules of the domestic acquired 27 entity with respect to any interest-holder liability preserved under (1) of this 28 subsection as if the interest exchange had not occurred. 29 Article 4. Conversion. 30 Sec. 10.55.401. Conversion authorized. (a) Except as otherwise provided in 31 this section, by complying with AS 10.55.401 - 10.55.406, a domestic entity may
01 become 02 (1) a domestic entity of a different type; or 03 (2) a foreign entity of a different type, if the conversion is authorized 04 by the law of the foreign jurisdiction. 05 (b) Except as otherwise provided in this section, by complying with the 06 provisions of AS 10.55.401 - 10.55.406 applicable to foreign entities, a foreign entity 07 may become a domestic entity of a different type if the conversion is authorized by the 08 law of the foreign entity's jurisdiction of organization. 09 (c) Unless the provision is amended after July 1, 2011, if a protected 10 agreement contains a provision that applies to a merger of a domestic entity but does 11 not refer to a conversion, the provision applies to a conversion of the entity as if the 12 conversion were a merger. 13 Sec. 10.55.402. Plan of conversion. (a) A domestic entity may convert to a 14 different type of entity under AS 10.55.401 - 10.55.406 by approving a plan of 15 conversion. The plan must be in a record and contain 16 (1) the name and type of the converting entity; 17 (2) the name, jurisdiction of organization, and type of the converted 18 entity; 19 (3) the manner of converting the interests in the converting entity into 20 interests, securities, obligations, rights to acquire interests or securities, cash, or other 21 property, or any combination of interests, securities, obligations, rights to acquire 22 interests or securities, cash, or other property; 23 (4) the proposed public organic document of the converted entity, if 24 the converted entity will be a filing entity; 25 (5) the full text of the private organic rules of the converted entity that 26 are proposed to be in a record; 27 (6) the other terms and conditions of the conversion; and 28 (7) any other provision required by the law of this state or the organic 29 rules of the converting entity. 30 (b) A plan of conversion may contain any other provision not prohibited by 31 law.
01 Sec. 10.55.403. Approval of conversion. (a) A plan of conversion is not 02 effective unless it has been approved 03 (1) by a domestic converting entity 04 (A) in accordance with the requirements, if any, in the 05 converted entity's organic rules for approval of a conversion; 06 (B) if the converted entity's organic rules do not provide for 07 approval of a conversion, in accordance with the requirements, if any, in the 08 converted entity's organic law and organic rules for approval of, 09 (i) in the case of an entity that is not a business 10 corporation, a merger, as if the conversion were a merger; or 11 (ii) in the case of a business corporation, a merger 12 requiring approval by a vote of the interest holders of the business 13 corporation, as if the conversion were that type of merger; or 14 (C) if neither its organic law nor organic rules provide for 15 approval of a conversion or a merger described in (B)(ii) of this paragraph, by 16 all of the interest holders of the entity entitled to vote on or consent to any 17 matter; and 18 (2) in a record, by each interest holder of a domestic converting entity 19 that will have interest-holder liability for liabilities that arise after the conversion 20 becomes effective, unless, in the case of an entity that is not a business or nonprofit 21 corporation, 22 (A) the organic rules of the entity provide in a record for the 23 approval of a conversion or a merger in which some or all of the entity's 24 interest holders become subject to interest-holder liability by the vote or 25 consent of fewer than all of the interest holders; and 26 (B) the interest holder voted for or consented in a record to that 27 provision of the organic rules or became an interest holder after the adoption of 28 that provision. 29 (b) A conversion of a foreign converting entity is not effective unless it is 30 approved by the foreign entity in accordance with the law of the foreign entity's 31 jurisdiction of organization.
01 Sec. 10.55.404. Amendment or abandonment of plan of conversion. (a) A 02 plan of conversion of a domestic converting entity may be amended 03 (1) in the same manner as the plan was approved, if the plan does not 04 provide for the manner in which it may be amended; or 05 (2) by the governors or interest holders of the entity in the manner 06 provided in the plan; however, an interest holder that was entitled to vote on or 07 consent to approval of the conversion is entitled to vote on or consent to any 08 amendment of the plan that will change 09 (A) the amount or kind of interests, securities, obligations, 10 rights to acquire interests or securities, cash, or other property, or any 11 combination of interests, securities, cash, or other property, to be received by 12 any of the interest holders of the converting entity under the plan; 13 (B) the public organic document or private organic rules of the 14 converted entity that will be in effect immediately after the conversion 15 becomes effective, except for changes that do not require approval of the 16 interest holders of the converted entity under its organic law or organic rules; 17 or 18 (C) any other terms or conditions of the plan, if the change 19 would adversely affect the interest holder in any material respect. 20 (b) After a plan of conversion has been approved by a domestic converting 21 entity and before a statement of conversion becomes effective, the plan may be 22 abandoned 23 (1) as provided in the plan; or 24 (2) unless prohibited by the plan, in the same manner as the plan was 25 approved. 26 (c) If a plan of conversion is abandoned after a statement of conversion has 27 been filed with the department and before the filing becomes effective, a statement of 28 abandonment, signed on behalf of the entity, must be filed with the department before 29 the time the statement of conversion becomes effective. The statement of 30 abandonment takes effect on filing, and the conversion is abandoned and does not 31 become effective. The statement of abandonment must contain
01 (1) the name of the converting entity; 02 (2) the date on which the statement of conversion was filed; and 03 (3) a statement that the conversion has been abandoned in accordance 04 with this section. 05 Sec. 10.55.405. Statement of conversion; effective date. (a) A statement of 06 conversion shall be signed on behalf of the converting entity and filed with the 07 department. 08 (b) A statement of conversion must contain 09 (1) the name, jurisdiction of organization, and type of the converting 10 entity; 11 (2) the name, jurisdiction of organization, and type of the converted 12 entity; 13 (3) if the statement of conversion is not to be effective upon filing, the 14 later date and time on which it will become effective, which may not be more than 90 15 days after the date of filing; 16 (4) if the converting entity is a 17 (A) domestic entity, a statement that the plan of conversion was 18 approved in accordance with AS 10.55.401 - 10.55.406; or 19 (B) foreign entity, a statement that the conversion was 20 approved by the foreign converting entity in accordance with the law of its 21 jurisdiction of organization; 22 (5) if the converted entity is a domestic filing entity, the text of the 23 converted entity's public organic document, as an attachment; 24 (6) if the converted entity is a domestic limited liability partnership, 25 the text of the converted entity's statement of qualification, as an attachment; and 26 (7) if the converted entity is a foreign entity that is not a qualified 27 foreign entity, a mailing address to which the department may send any process served 28 on the commissioner under AS 10.55.406(e). 29 (c) In addition to the requirements of (b) of this section, a statement of 30 conversion may contain any other provision not prohibited by law. 31 (d) If the converted entity is a domestic entity, the converted entity's public
01 organic document, if any, must satisfy the requirements of the law of this state, except 02 that it does not need to be signed and may omit any provision that is not required to be 03 included in a restatement of the public organic document. 04 (e) A plan of conversion that is signed on behalf of a domestic converting 05 entity and meets all of the requirements of (b) of this section may be filed with the 06 department instead of a statement of conversion and, on filing, has the same effect as a 07 statement of conversion. If a plan of conversion is filed as provided in this subsection, 08 references in this chapter to a statement of conversion refer to the plan of conversion 09 filed under this subsection. 10 (f) A statement of conversion becomes effective on the date and time of filing 11 or the later date and time specified in the statement of conversion under (b)(3) of this 12 section. 13 Sec. 10.55.406. Effect of conversion. (a) When a conversion becomes 14 effective, 15 (1) the converted entity is 16 (A) organized under and subject to the organic law of the 17 converted entity; and 18 (B) the same entity without interruption as the converting 19 entity; 20 (2) all property of the converting entity continues to be vested in the 21 converted entity without assignment, reversion, or impairment; 22 (3) all liabilities of the converting entity continue as liabilities of the 23 converted entity; 24 (4) except as provided by law other than this chapter or the plan of 25 conversion, all of the rights, privileges, immunities, powers, and purposes of the 26 converting entity remain in the converted entity; 27 (5) the name of the converted entity may be substituted for the name of 28 the converting entity in any pending action or proceeding; 29 (6) if a converted entity is a filing entity, the converted entity's public 30 organic document is effective and is binding on its interest holders; 31 (7) if the converted entity is a limited liability partnership, the
01 converted entity's statement of qualification is effective simultaneously; 02 (8) the private organic rules of the converted entity that are to be in a 03 record, if any, approved as part of the plan of conversion are effective and are binding 04 on and enforceable by 05 (A) the converted entity's interest holders; and 06 (B) in the case of a converted entity that is not a business 07 corporation or nonprofit corporation, any other person that is a party to an 08 agreement that is part of the entity's private organic rules; and 09 (9) the interests in the converting entity are converted, and the interest 10 holders of the converting entity are entitled only to the rights provided to them under 11 the plan of conversion and to any appraisal rights they have under AS 10.55.109 and 12 the converting entity's organic law. 13 (b) Except as otherwise provided in the organic law or organic rules of the 14 converting entity, the conversion does not give rise to any rights that an interest 15 holder, governor, or third party would otherwise have upon a dissolution, liquidation, 16 or winding up of the converting entity. 17 (c) When a conversion becomes effective, a person that did not have interest- 18 holder liability with respect to the converting entity and that becomes subject to 19 interest-holder liability with respect to a domestic entity as a result of a conversion has 20 interest-holder liability only to the extent provided by the organic law of the entity and 21 only for those liabilities that arise after the conversion becomes effective. 22 (d) When a conversion becomes effective, 23 (1) the conversion does not discharge any interest-holder liability 24 under the organic law of a domestic converting entity to the extent the interest-holder 25 liability arose before the conversion became effective; 26 (2) a person does not have interest-holder liability under the organic 27 law of a domestic converting entity for any liability that arises after the conversion 28 becomes effective; 29 (3) the organic law of a domestic converting entity continues to apply 30 to the release, collection, or discharge of any interest-holder liability preserved under 31 (1) of this subsection as if the conversion had not occurred; and
01 (4) a person has whatever rights of contribution from any other person 02 as are provided by the organic law or organic rules of the domestic converting entity 03 with respect to any interest-holder liability preserved under (1) of this subsection as if 04 the conversion had not occurred. 05 (e) When a conversion becomes effective, a foreign entity that is the converted 06 entity 07 (1) may be served with process in this state for the collection and 08 enforcement of any of the foreign entity's liabilities; and 09 (2) appoints the commissioner as the foreign entity's agent for service 10 of process for collecting or enforcing those liabilities. 11 (f) If the converting entity is a qualified foreign entity, the certificate of 12 authority or other foreign qualification of the converting entity is cancelled when the 13 conversion becomes effective. 14 (g) A conversion does not require the entity to wind up its affairs and does not 15 constitute or cause the dissolution of the entity. 16 Article 5. Domestication. 17 Sec. 10.55.501. Domestication authorized. (a) Except as otherwise provided 18 in this section, by complying with AS 10.55.501 - 10.55.506, a domestic entity may 19 become a domestic entity of the same type in a foreign jurisdiction if the 20 domestication is authorized by the law of the foreign jurisdiction. In this subsection, 21 "domestic entity," means an entity whose internal affairs are governed by the law of 22 the foreign jurisdiction. 23 (b) Except as otherwise provided in this section, by complying with the 24 provisions of AS 10.55.501 - 10.55.506 applicable to foreign entities a foreign entity 25 may become a domestic entity of the same type in this state if the domestication is 26 authorized by the law of the foreign entity's jurisdiction of organization. 27 (c) Unless the provision is amended after July 1, 2011, if a protected 28 agreement contains a provision that applies to a merger of a domestic entity but does 29 not refer to a domestication, the provision applies to a domestication of the entity as if 30 the domestication were a merger. 31 Sec. 10.55.502. Plan of domestication. (a) A domestic entity may become a
01 foreign entity in a domestication by approving a plan of domestication. The plan must 02 be in a record and contain 03 (1) the name and type of the domesticating entity; 04 (2) the name and jurisdiction of organization of the domesticated 05 entity; 06 (3) the manner of converting the interests in the domesticating entity 07 into interests, securities, obligations, rights to acquire interests or securities, cash, or 08 other property, or any combination of interests, securities, obligations, rights to 09 acquire interests or securities, cash, or other property; 10 (4) the proposed public organic document of the domesticated entity, if 11 the domesticated entity is a filing entity; 12 (5) the full text of the private organic rules of the domesticated entity 13 that are proposed to be in a record; 14 (6) the other terms and conditions of the domestication; and 15 (7) any other provision required by the law of this state or the organic 16 rules of the domesticating entity. 17 (b) A plan of domestication may contain any other provision not prohibited by 18 law. 19 Sec. 10.55.503. Approval of domestication. (a) A plan of domestication is not 20 effective unless it has been approved 21 (1) by a domestic domesticating entity 22 (A) in accordance with the requirements, if any, in the domestic 23 domesticating entity's organic rules for approval of a domestication; 24 (B) if the domestic domesticating entity's organic rules do not 25 provide for approval of a domestication, in accordance with the requirements, 26 if any, in its organic law and organic rules for approval of 27 (i) in the case of an entity that is not a business 28 corporation, a merger, as if the domestication were a merger; or 29 (ii) in the case of a business corporation, a merger 30 requiring approval by a vote of the interest holders of the business 31 corporation, as if the domestication were that type of merger; or
01 (C) if neither the domestic domesticating entity's organic law 02 nor organic rules provide for approval of a domestication or a merger 03 described in (B)(ii) of this paragraph, by all of the interest holders of the entity 04 entitled to vote on or consent to any matter; and 05 (2) in a record, by each interest holder of a domestic domesticating 06 entity that will have interest-holder liability for liabilities that arise after the 07 domestication becomes effective, unless, in the case of an entity that is not a business 08 corporation or nonprofit corporation, 09 (A) the organic rules of the entity in a record provide for the 10 approval of a domestication or merger in which some or all of the entity's 11 interest holders become subject to interest-holder liability by the vote or 12 consent of fewer than all of the interest holders; and 13 (B) the interest holder voted for or consented in a record to that 14 provision of the organic rules or became an interest holder after the adoption of 15 that provision. 16 (b) A domestication of a foreign domesticating entity is not effective unless it 17 is approved in accordance with the law of the foreign entity's jurisdiction of 18 organization. 19 Sec. 10.55.504. Amendment or abandonment of plan of domestication. (a) 20 A plan of domestication of a domestic domesticating entity may be amended 21 (1) in the same manner as the plan was approved, if the plan does not 22 provide for the manner in which it may be amended; or 23 (2) by the governors or interest holders of the entity in the manner 24 provided in the plan; however, but an interest holder that was entitled to vote on or 25 consent to approval of the domestication is entitled to vote on or consent to any 26 amendment of the plan that will change 27 (A) the amount or kind of interests, securities, obligations, 28 rights to acquire interests or securities, cash, or other property, or any 29 combination of interests, securities, obligations, rights to acquire interests or 30 securities, cash, or other property, to be received by any of the interest holders 31 of the domesticating entity under the plan;
01 (B) the public organic document or private organic rules of the 02 domesticated entity that will be in effect immediately after the domestication 03 becomes effective, except for changes that do not require approval of the 04 interest holders of the domesticated entity under its organic law or organic 05 rules; or 06 (C) any other terms or conditions of the plan, if the change 07 would adversely affect the interest holder in any material respect. 08 (b) After a plan of domestication has been approved by a domestic 09 domesticating entity and before a statement of domestication becomes effective, the 10 plan may be abandoned 11 (1) as provided in the plan; or 12 (2) unless prohibited by the plan, in the same manner as the plan was 13 approved. 14 (c) If a plan of domestication is abandoned after a statement of domestication 15 has been filed with the department and before the filing becomes effective, a statement 16 of abandonment, signed on behalf of the entity, shall be filed with the department 17 before the time the statement of domestication becomes effective. The statement of 18 abandonment takes effect upon filing, and the domestication is abandoned and does 19 not become effective. The statement of abandonment must contain 20 (1) the name of the domesticating entity; 21 (2) the date on which the statement of domestication was filed; and 22 (3) a statement that the domestication has been abandoned in 23 accordance with this section. 24 Sec. 10.55.505. Statement of domestication; effective date. (a) A statement 25 of domestication shall be signed on behalf of the domesticating entity and filed with 26 the department. 27 (b) A statement of domestication must contain 28 (1) the name, jurisdiction of organization, and type of the 29 domesticating entity; 30 (2) the name and jurisdiction of organization of the domesticated 31 entity;
01 (3) if the statement of domestication is 02 (A) not to be effective upon filing, the later date and time on 03 which it will become effective, which may not be more than 90 days after the 04 date of filing; 05 (4) if the domesticating entity is a 06 (A) domestic entity, a statement that the plan of domestication 07 was approved in accordance with AS 10.55.501 - 10.55.506; or 08 (B) foreign entity, a statement that the domestication was 09 approved in accordance with the law of its jurisdiction of organization; 10 (5) if the domesticated entity is a domestic filing entity, the 11 domesticated entity's public organic document, as an attachment; 12 (6) if the domesticated entity is a domestic limited liability partnership, 13 the domesticated entity's statement of qualification, as an attachment; and 14 (7) if the domesticated entity is a foreign entity that is not a qualified 15 foreign entity, a mailing address to which the department may send any process served 16 on the commissioner under AS 10.55.506(e). 17 (c) In addition to the requirements of (b) of this section, a statement of 18 domestication may contain any other provision not prohibited by law. 19 (d) If the domesticated entity is a domestic entity, the domesticated entity's 20 public organic document, if any, must satisfy the requirements of the law of this state, 21 except that it does not need to be signed and may omit any provision that is not 22 required to be included in a restatement of the public organic document. 23 (e) A plan of domestication that is signed on behalf of a domestic 24 domesticating entity and meets all of the requirements of (b) of this section may be 25 filed with the department instead of a statement of domestication and, on filing, has 26 the same effect as a statement of domestication. If a plan of domestication is filed as 27 provided in this subsection, references in this chapter to a statement of domestication 28 refer to the plan of domestication filed under this subsection. 29 (f) A statement of domestication becomes effective on the date and time of 30 filing or the later date and time specified in the statement of domestication. 31 Sec. 10.55.506. Effect of domestication. (a) When a domestication becomes
01 effective, 02 (1) the domesticated entity is 03 (A) organized under and subject to the organic law of the 04 domesticated entity; and 05 (B) the same entity without interruption as the domesticating 06 entity; 07 (2) all property of the domesticating entity continues to be vested in 08 the domesticated entity without assignment, reversion, or impairment; 09 (3) all liabilities of the domesticating entity continue as liabilities of 10 the domesticated entity; 11 (4) except as provided by law other than this chapter or the plan of 12 domestication, all of the rights, privileges, immunities, powers, and purposes of the 13 domesticating entity remain in the domesticated entity; 14 (5) the name of the domesticated entity may be substituted for the 15 name of the domesticating entity in any pending action or proceeding; 16 (6) if the domesticated entity is a filing entity, the domesticated entity's 17 public organic document is effective and is binding on its interest holders; 18 (7) if the domesticated entity is a limited liability partnership, the 19 domesticated entity's statement of qualification is effective simultaneously; 20 (8) the private organic rules of the domesticated entity that are to be in 21 a record, if any, approved as part of the plan of domestication are effective and are 22 binding on and enforceable by 23 (A) the domesticated entity's interest holders; and 24 (B) in the case of a domesticated entity that is not a business 25 corporation or nonprofit corporation, any other person that is a party to an 26 agreement that is part of the domesticated entity's private organic rules; and 27 (9) the interests in the domesticating entity are converted to the extent 28 and as approved in connection with the domestication, and the interest holders of the 29 domesticating entity are entitled only to the rights provided to them under the plan of 30 domestication and to any appraisal rights they have under AS 10.55.109 and the 31 domesticating entity's organic law.
01 (b) Except as otherwise provided in the organic law or organic rules of the 02 domesticating entity, the domestication does not give rise to any rights that an interest 03 holder, governor, or third party would otherwise have upon a dissolution, liquidation, 04 or winding up of the domesticating entity. 05 (c) When a domestication becomes effective, a person that did not have 06 interest-holder liability with respect to the domesticating entity and that becomes 07 subject to interest-holder liability with respect to a domestic entity as a result of the 08 domestication has interest-holder liability only to the extent provided by the organic 09 law of the entity and only for those liabilities that arise after the domestication 10 becomes effective. 11 (d) When a domestication becomes effective, 12 (1) the domestication does not discharge any interest-holder liability 13 under the organic law of a domestic domesticating entity to the extent the interest- 14 holder liability arose before the domestication became effective; 15 (2) a person does not have interest-holder liability under the organic 16 law of a domestic domesticating entity for any liability that arises after the 17 domestication becomes effective; 18 (3) the organic law of a domestic domesticating entity continues to 19 apply to the release, collection, or discharge of any interest-holder liability preserved 20 under (1) of this subsection as if the domestication had not occurred; and 21 (4) a person has whatever rights of contribution from any other person 22 as are provided by the organic law or organic rules of a domestic domesticating entity 23 with respect to any interest-holder liability preserved under (1) of this subsection as if 24 the domestication had not occurred. 25 (e) When a domestication becomes effective, a foreign entity that is the 26 domesticated entity 27 (1) may be served with process in this state for the collection and 28 enforcement of any of the foreign entity's liabilities; and 29 (2) appoints the commissioner as the foreign entity's agent for service 30 of process for collecting or enforcing those liabilities. 31 (f) If the domesticating entity is a qualified foreign entity, the certificate of
01 authority or other foreign qualification of the domesticating entity is cancelled when 02 the domestication becomes effective. 03 (g) A domestication does not require the entity to wind up its affairs and does 04 not constitute or cause the dissolution of the entity. 05 Article 6. Filings. 06 Sec. 10.55.601. Requirements for documents. (a) To be entitled to filing by 07 the department under this chapter, a document must satisfy the following requirements 08 and the requirements of any other provision of this chapter that adds to or varies these 09 requirements: 10 (1) this chapter must require or permit filing the document with the 11 department; 12 (2) the document must contain the information required by this chapter 13 and may contain other information; 14 (3) the document must be in a record; 15 (4) the document must be in the English language; however, the name 16 of an entity need not be in English if written in English letters or Arabic or Roman 17 numerals; 18 (5) the document must be signed 19 (A) by an officer of a domestic or foreign corporation; 20 (B) by a person authorized by a domestic or foreign entity that 21 is not a corporation; or 22 (C) if the entity is in the hands of a receiver, trustee, or other 23 court-appointed fiduciary, by that fiduciary; 24 (6) the document must state the name and capacity of the person that 25 signed it; the document may contain a corporate seal, attestation, acknowledgment, or 26 verification; and 27 (7) the document must be delivered to the department for filing; 28 delivery may be made by electronic transmission if and to the extent permitted by the 29 department; if a document is filed in typewritten or printed form and not transmitted 30 electronically, the department may require one exact or conformed copy to be 31 delivered with the document.
01 (b) When a document is delivered to the department for filing, the correct 02 filing fee and any franchise tax, license fee, or penalty required to be paid for the filing 03 by this chapter or other law must be paid or provision for payment made in a manner 04 permitted by the department. 05 Sec. 10.55.602. Forms. The department may prescribe and furnish on request 06 forms for documents required or permitted to be filed by this chapter, but their use is 07 not mandatory. 08 Sec. 10.55.603. Filing, service, and copying fees. (a) The department shall 09 collect a fee each time process is served on the commissioner under this chapter. The 10 party to a proceeding causing service of process may recover this fee as costs if the 11 party prevails in the proceeding. 12 (b) The department shall collect the fees for copying and certifying the copy 13 of any document filed under this chapter for copying and for the certificate. 14 (c) The department shall collect fees when the following documents are 15 delivered for filing: 16 (1) statement of merger; 17 (2) statement of abandonment of merger; 18 (3) statement of interest exchange; 19 (4) statement of abandonment of interest exchange; 20 (5) statement of conversion; 21 (6) statement of abandonment of conversion; 22 (7) statement of domestication; 23 (8) statement of abandonment of domestication. 24 (d) The department shall establish by regulation under AS 44.62 25 (Administrative Procedure Code) the amount of the fees to be collected under this 26 section. 27 Sec. 10.55.604. Effective time and date of document. Except as provided in 28 AS 10.55.605, a document accepted for filing is effective 29 (1) at the date and time of filing, as evidenced by the means used by 30 the department for recording the date and time of filing; 31 (2) at the time specified in the document as its effective time on the
01 date it is filed; 02 (3) at a specified delayed effective time and date, if permitted by this 03 chapter; or 04 (4) if a delayed effective date but no time is specified, at the close of 05 business on the date specified. 06 Sec. 10.55.605. Correcting filed document. (a) A domestic or foreign entity 07 may correct a document filed by the department if 08 (1) the document contains an inaccuracy; 09 (2) the document was defectively signed; or 10 (3) the electronic transmission of the document to the department was 11 defective. 12 (b) A document is corrected by filing with the department a statement of 13 correction that 14 (1) describes the document to be corrected and states the filing date of 15 the document to be corrected or has attached a copy of the document; 16 (2) specifies the inaccuracy or defect to be corrected; and 17 (3) corrects the inaccuracy or defect. 18 (c) A statement of correction is effective on the effective date of the document 19 it corrects except as to persons relying on the uncorrected document and adversely 20 affected by the correction. As to those persons, a statement of correction is effective 21 when filed. 22 Sec. 10.55.606. Filing duty of department. (a) A document delivered to the 23 department for filing that satisfies the requirements of AS 10.55.601 shall be filed by 24 the department. 25 (b) The department files a document by recording it as filed on the date and 26 time of receipt. After filing a document, the department shall deliver to the domestic 27 or foreign entity or its representative a copy of the document with an 28 acknowledgement of the date and time of filing. 29 (c) If the department refuses to file a document, the department shall return the 30 document to the domestic or foreign entity or its representative within five days after 31 the document was delivered, together with a brief, written explanation of the reason
01 for the refusal. 02 (d) The duty of the department to file documents under this section is 03 ministerial. The filing or refusal to file a document does not 04 (1) affect the validity or invalidity of the document in whole or in part; 05 (2) relate to the correctness or incorrectness of information contained 06 in the document; or 07 (3) create a presumption that the document is valid or invalid or that 08 information contained in the document is correct or incorrect. 09 Sec. 10.55.607. Appeal from refusal to file a document. (a) If the department 10 refuses to file a document delivered for filing, the domestic or foreign entity that 11 submitted the document for filing may, within 30 days after the return of the 12 document, appeal the refusal to the superior court of the judicial district where the 13 entity's principal office, or, if the entity does not have a principal office in this state, 14 where its registered office is or will be located. The appeal is begun by petitioning the 15 court to compel filing the document and by attaching to the petition the document and 16 the explanation of the department for the refusal to file. 17 (b) The court may summarily order the department to file the document or 18 take other action the court considers appropriate. 19 (c) The court's final decision may be appealed as in other civil proceedings. 20 Sec. 10.55.608. Evidentiary effect of copy of filed document. A certificate 21 from the department, delivered with a copy of a document filed by the department, 22 conclusively establishes that the original document is on file with the department. 23 Sec. 10.55.609. Penalty for signing false document. A person who signs a 24 document the person knows is false in any material respect with intent that the 25 document be delivered to the department for filing under this chapter is guilty of a 26 class A misdemeanor. 27 Sec. 10.55.610. Interrogatories by department; judicial review. (a) The 28 department may propound to a domestic or foreign entity that is a party to a 29 transaction under this chapter interrogatories reasonably necessary and proper to 30 enable the department to ascertain whether the entity has complied with the provisions 31 of this chapter.
01 (b) Interrogatories shall be answered within 30 days or within the additional 02 time fixed by the department. Answers shall be full and complete, in writing and under 03 oath. If the interrogatories are directed to an individual, the interrogatories shall be 04 answered by that person, and, if directed to an entity, the interrogatories shall be 05 answered by the president, vice-president, secretary, or assistant secretary of the 06 corporation or, in the instance of a foreign corporation, the person or persons 07 functioning as comparable officers in accordance with the laws of the state of 08 incorporation. 09 (c) A petition stating good cause to extend the date to answer, modify, or set 10 aside the interrogatories propounded by the department, or to enforce compliance with 11 AS 10.55.620 may be filed in the superior court before the expiration of the 30 days 12 fixed in this section for answer. 13 Sec. 10.55.615. Confidentiality of information disclosed by interrogatories. 14 Interrogatories and answers propounded and obtained under AS 10.55.610 are not 15 open to public inspection and the department may not disclose facts or information 16 obtained from the interrogatories except as the official duty of the department requires 17 or unless the interrogatories or the answers are required for evidence in criminal 18 proceedings or other action by the state. 19 Sec. 10.55.620. Failure or refusal to answer interrogatories. Unless 20 otherwise provided by an order of court issued in response to a petition filed under 21 AS 10.55.610, 22 (1) an entity that fails or refuses to answer truthfully and fully 23 interrogatories propounded by the department within the time prescribed by 24 AS 10.55.610(b) is guilty of a class A misdemeanor; and 25 (2) the department need not file a document to which the 26 interrogatories relate until the interrogatories are properly answered and need not file a 27 document to which the interrogatories relate if the answers disclose that the document 28 does not conform to the provisions of this chapter. 29 Sec. 10.55.625. Powers of department. The department has the power 30 reasonably necessary to perform the duties required by this chapter. 31 Article 7. Miscellaneous Provisions.
01 Sec. 10.55.701. Consistency of application. In applying and construing this 02 chapter, consideration shall be given to the need to promote consistency of the law 03 with respect to its subject matter among states that enact it. 04 Sec. 10.55.702. Relation to Electronic Signatures in Global and National 05 Commerce Act. This chapter modifies, limits, and supersedes 15 U.S.C. 7001 - 7031 06 (Electronic Signatures in Global and National Commerce Act), but does not modify, 07 limit, or supersede 15 U.S.C. 7001(c), or authorize electronic delivery of any of the 08 notices described in 15 U.S.C. 7003(b). 09 Sec. 10.55.703. Dissenter's rights. (a) If an interest holder in an entity would 10 be entitled under the organic law to dissenter's rights if the entity were merged into an 11 entity of the same form, the owner is entitled to the same dissenter's rights with respect 12 to a merger, interest exchange, conversion, or domestication of the entity under this 13 chapter. 14 (b) Unless otherwise provided in a plan, if there is a merger, interest exchange, 15 conversion, or domestication of an entity under this chapter and dissenter's rights are 16 available to an interest holder, an interest holder of the entity who consents or who 17 does not consent but who does not exercise the dissenter's rights becomes an interest 18 holder of the surviving entity, the acquiring entity, the converted entity, or the 19 domesticated entity, and is a party to and bound by the organic rules of the surviving 20 entity, the acquiring entity, or the converted entity. 21 Article 8. Definitions and Title. 22 Sec. 10.55.901. Definitions. In this chapter, 23 (1) "acquired entity" means the entity, all of one or more classes or 24 series of interests in which are acquired in an interest exchange; 25 (2) "acquiring entity" means the entity that acquires all of one or more 26 classes or series of interests of the acquired entity in an interest exchange; 27 (3) "approve" means, in the case of an entity, for its governors and 28 interest holders to take whatever steps are necessary under its organic rules, organic 29 law, and other law to 30 (A) propose a transaction subject to this chapter; 31 (B) adopt and approve the terms and conditions of the
01 transaction; and 02 (C) conduct any required proceedings or otherwise obtain any 03 required votes or consents of the governors or interest holders; 04 (4) "business corporation" means a corporation whose internal affairs 05 are governed by AS 10.06; 06 (5) "commissioner" means the commissioner of commerce, 07 community, and economic development; 08 (6) "conversion" means a transaction authorized by AS 10.55.401 - 09 10.55.406; 10 (7) "converted entity" means the converting entity as it continues in 11 existence after a conversion; 12 (8) "converting entity" means the domestic entity that approves a plan 13 of conversion under AS 10.55.403 or the foreign entity that approves a conversion 14 under the law of its jurisdiction of organization; 15 (9) "department" means the Department of Commerce, Community, 16 and Economic Development; 17 (10) "domesticated entity" means the domesticating entity as it 18 continues in existence after a domestication; 19 (11) "domesticating entity" means the domestic entity that approves a 20 plan of domestication under AS 10.55.503 or the foreign entity that approves a 21 domestication under the law of its jurisdiction of organization; 22 (12) "domestication" means a transaction authorized by AS 10.55.501 23 - 10.55.506; 24 (13) "domestic entity" means an entity whose internal affairs are 25 governed by the law of this state; 26 (14) "entity" means 27 (A) a business corporation; 28 (B) a nonprofit corporation; 29 (C) a general partnership, including a limited liability 30 partnership; 31 (D) a limited partnership, including a limited liability limited
01 partnership; 02 (E) a limited liability company; 03 (F) a business trust or statutory trust entity; 04 (G) an unincorporated nonprofit association; 05 (H) a cooperative; or 06 (I) any other person that has a separate legal existence or has 07 the power to acquire an interest in real property in its own name, other than 08 (i) an individual; 09 (ii) a testamentary, inter vivos, or charitable trust, with 10 the exception of a business trust, statutory trust entity, or similar trust; 11 (iii) an association or relationship that is not a 12 partnership solely by reason of AS 32.06.202(c) (Uniform Partnership 13 Act) or a similar provision of the law of any other jurisdiction; 14 (iv) a decedent's estate; or 15 (v) a government, a governmental subdivision, agency, 16 or instrumentality, or a quasi-governmental instrumentality; 17 (15) "filing entity" means an entity that is created by the filing of a 18 public organic document; 19 (16) "foreign entity" means an entity other than a domestic entity; 20 (17) "governance interest" means the right under the organic law or 21 organic rules of an entity, other than as a governor, agent, assignee, or proxy, to 22 (A) receive or demand access to information concerning, or the 23 books and records of, the entity; 24 (B) vote for the election of the governors of the entity; or 25 (C) receive notice of or vote on any or all issues involving the 26 internal affairs of the entity; 27 (18) "governor" means a person by or under whose authority the 28 powers of an entity are exercised and under whose direction the business and affairs of 29 the entity are managed under the organic law and organic rules of the entity; 30 (19) "interest" means 31 (A) a governance interest in an unincorporated entity;
01 (B) a transferable interest in an unincorporated entity; or 02 (C) a share or membership in a corporation; 03 (20) "interest exchange" means a transaction authorized by 04 AS 10.55.301 - 10.55.306; 05 (21) "interest holder" means a direct holder of an interest; 06 (22) "interest-holder liability" means 07 (A) personal liability for a liability of an entity that is imposed 08 on a person 09 (i) solely by reason of the status of the person as an 10 interest holder; or 11 (ii) by the organic rules of the entity under a provision 12 of the organic law authorizing the organic rules to make one or more 13 specified interest holders or categories of interest holders liable in their 14 capacity as interest holders for all or specified liabilities of the entity; 15 or 16 (B) an obligation of an interest holder under the organic rules 17 of an entity to contribute to the entity; 18 (23) "jurisdiction of organization" of an entity means the jurisdiction 19 whose law includes the organic law of the entity; 20 (24) "liability" means a debt, obligation, or any other liability arising 21 in any manner, regardless of whether it is secured or whether it is contingent; 22 (25) "merger" means a transaction in which two or more merging 23 entities are combined into a surviving entity under a filing with the department; 24 (26) "merging entity" means an entity that is a party to a merger and 25 exists immediately before the merger becomes effective; 26 (27) "nonprofit corporation" means a corporation whose internal 27 affairs are governed by AS 10.20 (Alaska Nonprofit Corporation Act); 28 (28) "organic law" means the statutes, if any, other than this chapter, 29 governing the internal affairs of an entity; 30 (29) "organic rules" means the public organic document and private 31 organic rules of an entity;
01 (30) "person" means an individual, corporation, estate, trust, 02 partnership, limited liability company, business or similar trust, association, joint 03 venture, public corporation, government or governmental subdivision, agency, or 04 instrumentality, or any other legal or commercial entity; 05 (31) "plan" means a plan of merger, interest exchange, conversion, or 06 domestication; 07 (32) "private organic rules" means the rules, whether or not in a record, 08 that govern the internal affairs of an entity, are binding on all of its interest holders, 09 and are not part of its public organic document, if any; 10 (33) "protected agreement" means 11 (A) a record evidencing indebtedness and any related 12 agreement in effect on July 1, 2011; 13 (B) an agreement that is binding on an entity on July 1, 2011; 14 (C) the organic rules of an entity in effect on July 1, 2011; or 15 (D) an agreement that is binding on any of the governors or 16 interest holders of an entity on July 1, 2011; 17 (34) "public organic document" means the public record, the filing of 18 which creates an entity, and any amendment to or restatement of that record; 19 (35) "qualified foreign entity" means a foreign entity that is authorized 20 to transact business in this state under a filing with the department; 21 (36) "record" means information that is inscribed on a tangible 22 medium or that is stored in an electronic or other medium and is retrievable in 23 perceivable form; 24 (37) "sign" means, with present intent to authenticate or adopt a 25 record, 26 (A) to execute or adopt a tangible symbol; or 27 (B) to attach to or logically associate with the record an 28 electronic sound, symbol, or process; 29 (38) "surviving entity" means the entity that continues in existence 30 after or is created by a merger; 31 (39) "transferable interest" means the right under an entity's organic
01 law to receive distributions from the entity; 02 (40) "type," with regard to an entity, means a generic form of entity 03 (A) recognized at common law; or 04 (B) organized under an organic law, whether or not some 05 entities organized under that organic law are subject to provisions of that law 06 that create different categories of the form of entity. 07 Sec. 10.55.902. Short title. This chapter may be cited as the Alaska Entity 08 Transactions Act. 09 * Sec. 7. AS 32.06.401(i) is amended to read: 10 (i) Except as provided in AS 10.55 (Alaska Entity Transactions Act), a [A] 11 person may become a partner only with the consent of all the partners. 12 * Sec. 8. AS 32.06.502 is amended to read: 13 Sec. 32.06.502. Partner's transferable interest in partnership. Except as 14 provided in AS 10.55 (Alaska Entity Transactions Act), the [THE] only 15 transferable interest of a partner in the partnership is the partner's share of the profits 16 and losses of the partnership and the partner's right to receive distributions. The 17 interest of a partner, whether or not transferable, is personal property. 18 * Sec. 9. AS 32.06.702(a) is amended to read: 19 (a) For two years after a partner dissociates without the dissociation resulting 20 in a dissolution and winding up of the partnership business, the partnership, including 21 a surviving partnership under AS 32.06.905 - 32.06.908 [AS 32.06.902 - 32.06.908], 22 is bound by an act of the dissociated partner that would have bound the partnership 23 under AS 32.06.301 before dissociation only if, at the time of entering into the 24 transaction, the other party 25 (1) reasonably believed that the dissociated partner was then a partner; 26 (2) did not have notice of the partner's dissociation; and 27 (3) is not considered to have had knowledge under AS 32.06.303(e) or 28 notice under AS 32.06.704(c). 29 * Sec. 10. AS 32.06.703(b) is amended to read: 30 (b) A partner who dissociates without the dissociation resulting in a 31 dissolution and winding up of the partnership business is liable as a partner to the
01 other party in a transaction entered into by the partnership, or a surviving partnership 02 under AS 32.06.905 - 32.06.908 [AS 32.06.902 - 32.06.908], within two years after 03 the partner's dissociation only if the partner is liable for the obligation under 04 AS 32.06.306 and, at the time of entering into the transaction, the other party 05 (1) reasonably believed that the dissociated partner was then a partner; 06 (2) did not have notice of the partner's dissociation; and 07 (3) is not considered to have had knowledge under AS 32.06.303(e) or 08 notice under AS 32.06.704(c). 09 * Sec. 11. AS 32.06.905(a) is amended to read: 10 (a) Under a plan of merger approved under (c) of this section, a partnership 11 may be merged with one or more partnerships [OR LIMITED PARTNERSHIPS]. 12 * Sec. 12. AS 32.06.905(b) is amended to read: 13 (b) The plan of merger must state 14 (1) the name of each partnership [OR LIMITED PARTNERSHIP] that 15 is a party to the merger; 16 (2) the name of the surviving entity into which the other partnerships 17 [OR LIMITED PARTNERSHIPS] will merge; 18 (3) [WHETHER THE SURVIVING ENTITY IS A PARTNERSHIP 19 OR A LIMITED PARTNERSHIP AND THE STATUS OF EACH PARTNER; 20 (4)] the terms and conditions of the merger; 21 (4) [(5)] the manner and basis of converting all or part of the interests 22 of each party to the merger into interests or obligations of the surviving entity or into 23 money or other property; and 24 (5) [(6)] the street address of the surviving entity's chief executive 25 office. 26 * Sec. 13. AS 32.06.905(c) is amended to read: 27 (c) The plan of merger must be approved 28 [(1) IN THE CASE OF A PARTNERSHIP THAT IS A PARTY TO 29 THE MERGER,] by all of the partners or a number or percentage specified for merger 30 in the partnership agreement [; AND 31 (2) IN THE CASE OF A LIMITED PARTNERSHIP THAT IS A
01 PARTY TO THE MERGER, BY THE VOTE REQUIRED FOR APPROVAL OF A 02 MERGER BY THE LAW OF THE STATE OR FOREIGN JURISDICTION WHERE 03 THE LIMITED PARTNERSHIP IS ORGANIZED AND, IN THE ABSENCE OF 04 SUCH A SPECIFICALLY APPLICABLE LAW, BY ALL OF THE PARTNERS, 05 NOTWITHSTANDING A PROVISION TO THE CONTRARY IN THE 06 PARTNERSHIP AGREEMENT]. 07 * Sec. 14. AS 32.06.905(e) is amended to read: 08 (e) The merger takes effect on the later of 09 (1) [THE APPROVAL OF THE PLAN OF MERGER BY ALL 10 PARTIES TO THE MERGER UNDER (c) OF THIS SECTION; 11 (2)] the filing of all documents required by law to be filed as a 12 condition to the effectiveness of the merger; or 13 (2) [(3)] an effective date specified in the plan of merger. 14 * Sec. 15. AS 32.06.905 is amended by adding a new subsection to read: 15 (f) A merger in which a partnership and another form of entity are parties is 16 governed by AS 10.55 (Alaska Entity Transactions Act). 17 * Sec. 16. AS 32.06.906 is amended to read: 18 Sec. 32.06.906. Effect of merger. (a) When a merger takes effect, 19 (1) the separate existence of every partnership [OR LIMITED 20 PARTNERSHIP] that is a party to the merger, other than the surviving partnership 21 [ENTITY], ceases; 22 (2) all property owned by each of the merged partnerships [OR 23 LIMITED PARTNERSHIPS] vests in the surviving partnership [ENTITY]; 24 (3) all obligations of every partnership [OR LIMITED 25 PARTNERSHIP] that is a party to the merger become the obligations of the surviving 26 partnership [ENTITY]; and 27 (4) an action or proceeding pending against a partnership [OR 28 LIMITED PARTNERSHIP] that is a party to the merger may be continued as if the 29 merger had not occurred, or the surviving partnership [ENTITY] may be substituted 30 as a party to the action or proceeding. 31 (b) The commissioner is the agent for service of process in an action or
01 proceeding against a surviving foreign partnership [OR LIMITED PARTNERSHIP] to 02 enforce an obligation of a domestic partnership [OR LIMITED PARTNERSHIP] that 03 is a party to a merger. The surviving partnership [ENTITY] shall promptly notify the 04 department of the mailing address of its chief executive office and of any change of 05 address. Upon receipt of process, the department shall mail a copy of the process to 06 the surviving foreign partnership [OR LIMITED PARTNERSHIP]. 07 (c) A partner of the surviving partnership [OR LIMITED PARTNERSHIP] is 08 liable for 09 (1) all obligations of a party to the merger for which the partner was 10 personally liable before the merger; 11 (2) all obligations of the surviving partnership [ENTITY] incurred 12 before the merger by a party to the merger and not covered by (1) of this subsection, 13 but the obligations under this paragraph may be satisfied only out of property of the 14 surviving partnership [ENTITY]; and 15 (3) except as otherwise provided in AS 32.06.306, all obligations of 16 the surviving partnership [ENTITY] incurred after the merger takes effect [, BUT 17 THE OBLIGATIONS UNDER THIS PARAGRAPH MAY BE SATISFIED ONLY 18 OUT OF PROPERTY OF THE ENTITY IF THE PARTNER IS A LIMITED 19 PARTNER]. 20 (d) Except as provided in this section, if [IF] the obligations incurred before 21 the merger by a party to the merger are not satisfied out of the property of the 22 surviving partnership [OR LIMITED PARTNERSHIP], the general partners of the 23 party to the merger immediately before the effective date of the merger shall 24 contribute the amount necessary to satisfy the party's obligations to the surviving 25 partnership [ENTITY], in the manner provided in AS 32.06.807 or [,] in AS 32.11, 26 [OR IN THE LIMITED PARTNERSHIP LAW OF THE JURISDICTION WHERE 27 THE PARTY WAS FORMED, AS THE CASE MAY BE,] as if the merged party 28 were dissolved. 29 (e) As of the date the merger takes effect, a partner of a party to a merger who 30 does not become a partner of the surviving partnership [OR LIMITED 31 PARTNERSHIP] is dissociated from the entity of which that partner was a partner. A
01 [THE] surviving partnership [ENTITY SHALL CAUSE THE PARTNER'S 02 INTEREST IN THE ENTITY TO BE PURCHASED UNDER AS 32.06.701 OR 03 ANOTHER STATUTE SPECIFICALLY APPLICABLE TO THAT PARTNER'S 04 INTEREST WITH RESPECT TO A MERGER. THE SURVIVING ENTITY] is 05 bound under AS 32.06.702 by an act of a general partner dissociated under this 06 subsection, and the partner is liable under AS 32.06.703 for transactions entered into 07 by the surviving partnership [ENTITY] after the merger takes effect. 08 * Sec. 17. AS 32.06.907 is amended to read: 09 Sec. 32.06.907. Statement of merger. (a) After a merger, the surviving 10 partnership [OR LIMITED PARTNERSHIP] may file a statement that the parties to 11 the merger [ONE OR MORE PARTNERSHIPS OR LIMITED PARTNERSHIPS] 12 have merged into the surviving partnership [ENTITY]. 13 (b) A statement of merger must contain 14 (1) the name of each partnership [OR LIMITED PARTNERSHIP] that 15 is a party to the merger; 16 (2) the name of the surviving partnership [ENTITY] into which the 17 other partnerships [OR LIMITED PARTNERSHIP] are merged; and 18 (3) the street address of the surviving partnership's [ENTITY'S] chief 19 executive office and of any office in this state [; AND 20 (4) WHETHER THE SURVIVING ENTITY IS A PARTNERSHIP 21 OR A LIMITED PARTNERSHIP]. 22 (c) Except as otherwise provided in (d) of this section, in AS 32.06.302, 23 property of the surviving partnership [OR LIMITED PARTNERSHIP] that, before the 24 merger, was held in the name of another party to the merger is property held in the 25 name of the surviving partnership [ENTITY] upon filing a statement of merger. 26 (d) In AS 32.06.302, real property of the surviving partnership [OR LIMITED 27 PARTNERSHIP] that, before the merger, was held in the name of another party to the 28 merger is property held in the name of the surviving partnership [ENTITY] upon 29 recording a certified copy of the statement of merger in the office for recording 30 transfers of the real property. 31 (e) A filed and, if appropriate, recorded statement of merger, executed and
01 declared to be accurate under AS 32.06.970(c), stating the name of a partnership [OR 02 LIMITED PARTNERSHIP] that is a party to the merger in whose name property was 03 held before the merger and the name of the surviving partnership [ENTITY], but not 04 containing all of the other information required by (b) of this section, operates with 05 respect to the partnerships [OR LIMITED PARTNERSHIPS] named to the extent 06 provided in (c) and (d) of this section. 07 * Sec. 18. AS 32.06.908 is amended to read: 08 Sec. 32.06.908. Nonexclusivity. AS 32.06.905 - 32.06.907 [AS 32.06.902 - 09 32.06.908] are not exclusive. Partnerships or limited partnerships may be converted or 10 merged in any other manner provided by law. 11 * Sec. 19. AS 32.06.995(7) is amended to read: 12 (7) "limited liability partnership" or "domestic limited liability 13 partnership" means a partnership that has filed a statement of qualification under 14 AS 32.06.911 and does not have a similar statement in effect in another jurisdiction; 15 * Sec. 20. AS 32.06.995 is amended by adding new paragraphs to read: 16 (17) "domestic partnership" means a partnership whose internal 17 relations are governed by the laws of this state; 18 (18) "foreign partnership" means a partnership other than a domestic 19 partnership; 20 (19) "surviving partnership" means a domestic or foreign partnership 21 into which one or more domestic or foreign partnerships are merged, whether or not 22 preexisting the merger or created by the merger. 23 * Sec. 21. AS 32.11.020 is amended by adding a new subsection to read: 24 (g) A certificate of limited partnership may also be amended by filing a plan 25 of merger, interest exchange, conversion, or domestication under AS 10.55 (Alaska 26 Entity Transactions Act). 27 * Sec. 22. AS 32.11.320 is amended to read: 28 Sec. 32.11.320. Nature of partnership interest. The [A PARTNERSHIP] 29 interest of a partner, whether or not transferable, is personal property. 30 * Sec. 23. AS 32.11.840(a) is amended to read: 31 (a) A limited partnership shall keep at the office referred to in
01 AS 32.11.830(a)(1) the following: 02 (1) a current list of the full name and last known business address of 03 each partner, separately identifying the general partners in alphabetical order and the 04 limited partners in alphabetical order; 05 (2) a copy of the certificate of limited partnership and all certificates of 06 amendment to it, together with executed copies of a power of attorney under which a 07 certificate has been executed; 08 (3) copies of the limited partnership's federal, state, and local income 09 tax returns and reports, if any, for the three most recent years; 10 (4) copies of a then effective written partnership agreement and of a 11 financial statement of the limited partnership for the three most recent years; [AND] 12 (5) unless contained in a written partnership agreement, a writing 13 setting out 14 (A) the amount of cash and a description and statement of the 15 agreed value of the other property or services contributed by each partner and 16 that each partner has agreed to contribute; 17 (B) the times at which or events on the happening of which 18 additional contributions agreed to be made by each partner are to be made; 19 (C) the right of a partner to receive, or of a general partner to 20 make, distributions to a partner that include a return of all or a part of the 21 partner's contribution; and 22 (D) events upon the happening of which the limited partnership 23 is to be dissolved and its affairs wound up; 24 (6) a copy of any statement of merger, interest exchange, 25 conversion, or domestication filed under AS 10.55 (Alaska Entity Transactions 26 Act). 27 * Sec. 24. AS 32.11.890 is amended to read: 28 Sec. 32.11.890. Rules for [CONVERSIONS AND OTHER] cases not 29 covered by chapter. In a case not provided for in this chapter, [INCLUDING 30 CONVERSION OF A LIMITED PARTNERSHIP TO A PARTNERSHIP,] the 31 provisions of AS 32.06 govern, except as provided by AS 10.55 (Alaska Entity
01 Transactions Act). 02 * Sec. 25. AS 32.11.900(9) is amended to read: 03 (9) "limited partnership," except when used in the phrases "foreign 04 limited partnership" and "foreign limited liability limited partnership," and 05 "domestic limited partnership" mean a partnership formed by two or more persons 06 under this chapter, or that becomes subject to this chapter [THE LAWS OF THIS 07 STATE] and having one or more general partners and one or more limited partners; 08 * Sec. 26. AS 06.26.670; AS 10.06.590; AS 10.15.450; AS 10.50.505, 10.50.570; 09 AS 32.06.902, 32.06.903, 32.06.904, 32.06.909; and AS 32.11.095 are repealed. 10 * Sec. 27. The uncodified law of the State of Alaska is amended by adding a new section to 11 read: 12 (a) AS 10.55.603(a), added by sec. 6 of this Act, amends Rule 79, Alaska Rules of 13 Civil Procedure, by directing that the process service fee be allowed to a prevailing party, 14 whether or not the fee amount exceeds the $45 allowed by Rule 11, Alaska Rules of 15 Administration. 16 INDIRECT COURT RULE AMENDMENTS. (b) AS 10.55.607(a), added by sec. 6 of 17 this Act, amends Rule 602(b)(2), Alaska Rules of Appellate Procedure, by establishing special 18 venue rules for appealing the refusal of the Department of Commerce, Community, and 19 Economic Development to file a document. 20 (c) AS 10.55.607(a), added by sec. 6 of this Act, amends Rule 602(c), Alaska Rules 21 of Appellate Procedure, by requiring that certain documents be filed with a petition appealing 22 the refusal of the Department of Commerce, Community, and Economic Development to file 23 a document. 24 (d) AS 10.55.607(b), added by sec. 6 of this Act, amends Rule 605.5, Alaska Rules of 25 Appellate Procedure, by allowing the superior court to summarily order the filing, because a 26 summary order may not allow for oral argument. 27 * Sec. 28. The uncodified law of the State of Alaska is amended by adding a new section to 28 read: 29 SAVING CLAUSE. This Act does not affect an action or proceeding begun or a right 30 accrued before July 1, 2011. 31 * Sec. 29. The uncodified law of the State of Alaska is amended by adding a new section to
01 read: 02 TRANSITION: REGULATIONS. The Department of Commerce, Community, and 03 Economic Development may adopt regulations necessary to implement the changes made by 04 this Act. The regulations take effect under AS 44.62 (Administrative Procedure Act), but not 05 before July 1, 2011. 06 * Sec. 30. Sec. 29 of this Act takes effect immediately under AS 01.10.070(c). 07 * Sec. 31. Except as provided in sec. 30, this Act takes effect July 1, 2011.