SB 101: "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. 101 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. Except as provided by 04 AS 10.55.201(c)(1)(A) and 10.55.301(d), a corporation may enter into a merger, 05 interest exchange, conversion, or domestication under AS 10.55. AS 10.06.566 - 06 10.06.568 do not apply to mergers, interest exchanges, conversions, and 07 domestications that are covered by AS 10.55. 08 Sec. 10.06.600. Definitions. In AS 10.06.530 - 10.06.590, 09 (1) "consolidation" means a consolidation authorized by AS 10.06.534 10 or 10.06.562; 11 (2) "merger" means a merger authorized by AS 10.06.530 or 12 10.06.562; 13 (3) "share exchange" means a share exchange authorized by 14 AS 10.06.538 or an exchange of shares covered by AS 10.06.562. 15 * Sec. 3. AS 10.15.455 is amended to read: 16 Sec. 10.15.455. Definitions. In AS 10.15.400 - 10.15.455 [AS 10.15.400 - 17 10.15.450], 18 (1) "new cooperative" means the new cooperative provided for in the 19 plan of consolidation; 20 (2) "surviving cooperative" means the cooperative designated in the 21 plan of merger as the surviving cooperative. 22 * Sec. 4. AS 10.20 is amended by adding a new section to article 4 to read: 23 Sec. 10.20.285. Other transactions. Under AS 10.55 (Alaska Entity 24 Transactions Act), a corporation may enter into mergers, interest exchanges, 25 conversions, and domestications that are not covered by AS 10.20.216 - 10.20.280. 26 * Sec. 5. AS 10.30 is amended by adding a new section to read: 27 Sec. 10.30.058. Other transactions. A cemetery association and a nonprofit 28 cemetery corporation may enter into mergers, interest exchanges, conversions, and 29 domestications under AS 10.55 (Alaska Entity Transactions Act). 30 * Sec. 6. AS 10.40 is amended by adding a new section to read: 31 Sec. 10.40.125. Other transactions. A corporation formed under this chapter
01 may enter into mergers, interest exchanges, conversions, and domestications under 02 AS 10.55 (Alaska Entity Transactions Act). 03 * Sec. 7. AS 10.45.240 is amended to read: 04 Sec. 10.45.240. Applicability of Alaska Corporations Code and Alaska 05 Entity Transactions Act. The Alaska Corporations Code, including the provision in 06 AS 10.06.595 that allows, with exceptions, corporations to enter into mergers, 07 interest exchanges, conversions, and domestications under AS 10.55 (Alaska 08 Entity Transactions Act), is applicable to professional corporations and they enjoy 09 the powers and privileges and are subject to the duties, restrictions, and liabilities of 10 other corporations, except when inconsistent with this chapter. This chapter takes 11 precedence in the event of a conflict with provisions of the Alaska Corporations Code 12 or other laws. 13 * Sec. 8. AS 10.50 is amended by adding a new section to read: 14 Sec. 10.50.580. Other transactions. Under AS 10.55 (Alaska Entity 15 Transactions Act), a limited liability company may enter into mergers, interest 16 exchanges, conversions, and domestications that are not covered by AS 10.50.500 - 17 10.50.565. 18 * Sec. 9. AS 10.50.990(1) is amended to read: 19 (1) "articles of organization" means the articles of organization filed 20 under AS 10.50.070 [OR 10.50.570] and the articles as amended or restated; 21 * Sec. 10. AS 10.50.990 is amended by adding new paragraphs to read: 22 (19) "consolidation" means a consolidation authorized by 23 AS 10.50.500; 24 (20) "merger" means a merger authorized by AS 10.50.500. 25 * Sec. 11. AS 10 is amended by adding a new chapter to read: 26 Chapter 55. Alaska Entity Transactions Act. 27 Article 1. General Provisions. 28 Sec. 10.55.103. Relationship of this chapter to other laws. (a) Unless 29 displaced by particular provisions of this chapter, the principles of law and equity 30 supplement this chapter. 31 (b) Except as expressly provided in this chapter, this chapter does not
01 authorize an act prohibited by, and does not affect the application or requirements of, 02 law other than this chapter. 03 (c) A transaction accomplished under this chapter may not create or impair 04 any right or obligation of a person under a provision of the law of this state other than 05 this chapter relating to a change in control, takeover, business combination, control- 06 share acquisition, or similar transaction involving a domestic merging, acquired, 07 converting, or domesticating corporation unless, 08 (1) if the corporation does not survive the transaction, the transaction 09 satisfies any requirements of the provision; or 10 (2) if the corporation survives the transaction, the approval of the plan 11 is by a vote of the shareholders or directors that would be sufficient to create or impair 12 the right or obligation directly under the provision. 13 Sec. 10.55.104. Required notice or approval. (a) A domestic or foreign entity 14 that is required to give notice to, or obtain the approval of, a governmental agency or 15 officer in order to be a party to a merger shall give the notice or obtain the approval in 16 order to be a party to an interest exchange, conversion, or domestication. 17 (b) Property held for a charitable purpose under the law of this state by a 18 domestic or foreign entity immediately before a transaction under this chapter 19 becomes effective may not, as a result of the transaction, be diverted from the objects 20 for which it was donated, granted, or devised unless, to the extent required by or under 21 the law of this state concerning the nondiversion of charitable assets, the entity obtains 22 an appropriate order of the superior court specifying the disposition of the property. 23 Sec. 10.55.105. Status of filings. A filing under this chapter becomes part of 24 the public organic document of the entity. 25 Sec. 10.55.106. Nonexclusivity. The fact that a transaction under this chapter 26 produces a certain result does not preclude the same result from being accomplished in 27 any other manner permitted by law other than this chapter. 28 Sec. 10.55.107. Reference to external facts. A plan may refer to facts 29 ascertainable outside of the plan if the manner in which the facts will operate on the 30 plan is specified in the plan. The facts may include the occurrence of an event or a 31 determination or action by a person, whether or not the event, determination, or action
01 is within the control of a party to the transaction. 02 Sec. 10.55.108. Alternative means of approval of transactions. Except as 03 otherwise provided in the organic law or organic rules of a domestic entity, approval 04 of a transaction under this chapter by the unanimous vote or consent of its interest 05 holders satisfies the requirements of this chapter for approval of the transaction. 06 Sec. 10.55.109. Dissenters' rights. (a) An interest holder of a domestic 07 merging, acquired, converting, or domesticating entity is entitled to dissenters' rights 08 in connection with the transaction if the interest holder would have been entitled to 09 dissenters' rights under the entity's organic law in connection with a merger in which 10 the interest of the interest holder was changed, converted, or exchanged unless 11 (1) the organic law permits the organic rules to limit the availability of 12 dissenters' rights; and 13 (2) the organic rules provide the limit described in (1) of this 14 subsection. 15 (b) An interest holder of a domestic merging, acquired, converting, or 16 domesticating entity is entitled to contractual dissenters' rights in connection with a 17 transaction under this chapter to the extent provided 18 (1) in the entity's organic rules; 19 (2) in the plan; or 20 (3) in the case of a business corporation, by action of its governors. 21 (c) If an interest holder is entitled to contractual dissenters' rights under (b) of 22 this section and the entity's organic law does not provide procedures for the conduct of 23 a dissenters' rights proceeding, the interest holder is entitled to use the procedures 24 established under AS 10.06.576 as if the interest holder were a dissenting shareholder 25 of a corporation under AS 10.06. 26 Sec. 10.55.110. Excluded entities and transactions. The following entities 27 may not participate in a transaction under this chapter: 28 (1) a financial institution; in this paragraph, "financial institution" has 29 the meaning given in AS 06.01.050; 30 (2) an insurer regulated by AS 21, including a fraternal benefit society 31 regulated under AS 21.84;
01 (3) a business and industrial development corporation under AS 10.10; 02 (4) a BIDCO under AS 10.13; 03 (5) a cooperative under AS 10.15; 04 (6) a cooperative under AS 10.25 (Electric and Telephone Cooperative 05 Act); 06 (7) a public corporation; or 07 (8) 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 - 10.06.562 or 10.06.960 (Alaska 27 Corporations Code); or 28 (B) AS 10.50.500 - 10.50.565 (Alaska Revised Limited 29 Liability Company Act); or 30 (2) a merger under 31 (A) AS 10.20.216 - 10.20.280 (Alaska Nonprofit Corporation
01 Act); or 02 (B) AS 32.06.905 - 32.06.907 (Uniform Partnership Act). 03 Sec. 10.55.202. Plan of merger. (a) A domestic entity may become a party to 04 a merger under AS 10.55.201 - 10.55.206 by approving a plan of merger. The plan 05 must be in a record and contain 06 (1) as to each merging entity, the merging entity's name, jurisdiction of 07 organization, and type; 08 (2) if the surviving entity is to be created in the merger, a statement to 09 that effect and the surviving entity's name, jurisdiction of organization, and type; 10 (3) the manner of converting the interests in each party to the merger 11 into interests, securities, obligations, rights to acquire interests or securities, cash, or 12 other property, or any combination of interests, securities, obligations, rights to 13 acquire interests or securities, cash, or other property; 14 (4) if the surviving entity exists before the merger, any proposed 15 amendments to the surviving entity's public organic document or private organic rules 16 that are, or are proposed to be, in a record; 17 (5) if the surviving entity is to be created in the merger, the surviving 18 entity's proposed public organic document, if any, and the full text of the surviving 19 entity's private organic rules that are proposed to be in a record; 20 (6) the other terms and conditions of the merger; and 21 (7) any other provision required by the law of a merging entity's 22 jurisdiction of organization or the organic rules of a merging entity. 23 (b) A plan of merger may contain any other provision not prohibited by law. 24 Sec. 10.55.203. Approval of merger. (a) A plan of merger is not effective 25 unless it has been approved 26 (1) by a domestic merging entity 27 (A) in accordance with the requirements, if any, in the merging 28 entity's organic law and organic rules for approval of, 29 (i) in the case of an entity that is not a business 30 corporation, a merger; or 31 (ii) in the case of a business corporation, a merger
01 requiring approval by a vote of the interest holders of the business 02 corporation; or 03 (B) if neither the merging entity's organic law nor organic rules 04 provide for approval of a merger described in (A)(ii) of this paragraph, by all 05 of the interest holders of the entity entitled to vote on or consent to any matter; 06 and 07 (2) in a record, by each interest holder of a domestic merging entity 08 that will have interest-holder liability for liabilities that arise after the merger becomes 09 effective, unless, in the case of an entity that is not a business corporation or nonprofit 10 corporation, 11 (A) the organic rules of the entity provide in a record for the 12 approval of a merger in which some or all of the entity's interest holders 13 become subject to interest-holder liability by the vote or consent of fewer than 14 all of the interest holders; and 15 (B) the interest holder voted for or consented in a record to that 16 provision of the organic rules or became an interest holder after the adoption of 17 that provision. 18 (b) A merger involving a foreign merging entity is not effective unless it is 19 approved by the foreign entity in accordance with the law of the foreign entity's 20 jurisdiction of organization. 21 Sec. 10.55.204. Amendment or abandonment of plan of merger. (a) A plan 22 of merger of a domestic merging entity may be amended 23 (1) in the same manner as the plan was approved, if the plan does not 24 provide for the manner in which it may be amended; or 25 (2) by the governors or interest holders of the entity in the manner 26 provided in the plan; however, an interest holder that was entitled to vote on or 27 consent to approval of the merger is entitled to vote on or consent to any amendment 28 of the plan that will change 29 (A) the amount or kind of interests, securities, obligations, 30 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, to be received by the interest holders of any 02 party to the plan; 03 (B) the public organic document or private organic rules of the 04 surviving entity that will be in effect immediately after the merger becomes 05 effective, except for changes that do not require approval of the interest holders 06 of the surviving entity under its organic law or organic rules; or 07 (C) any other terms or conditions of the plan, if the change 08 would adversely affect the interest holder in any material respect. 09 (b) After a plan of merger has been approved by a domestic merging entity 10 and before a statement of merger becomes effective, the 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 merger is abandoned after a statement of merger has been filed 15 with the department and before the filing becomes effective, a statement of 16 abandonment, signed on behalf of a merging entity, must be filed with the department 17 before the time the statement of merger becomes effective. The statement of 18 abandonment takes effect on filing, and the merger is abandoned and does not become 19 effective. The statement of abandonment must contain 20 (1) the name of each merging or surviving entity that is a domestic 21 entity or a qualified foreign entity; 22 (2) the date on which the statement of merger was filed; and 23 (3) a statement that the merger has been abandoned in accordance with 24 this section. 25 Sec. 10.55.205. Statement of merger; effective date. (a) A statement of 26 merger shall be signed on behalf of each merging entity and filed with the department. 27 (b) A statement of merger must contain 28 (1) the name, jurisdiction of organization, and type of each merging 29 entity that is not the surviving entity; 30 (2) the name, jurisdiction of organization, and type of the surviving 31 entity;
01 (3) if the statement of merger is not to be effective upon filing, the 02 later date and time on which it will become effective, which may not be more than 90 03 days after the date of filing; 04 (4) a statement that the merger was approved by each domestic 05 merging entity, if any, in accordance with AS 10.55.201 - 10.55.206 and by each 06 foreign merging entity, if any, in accordance with the law of the foreign merging 07 entity's jurisdiction of organization; 08 (5) if the surviving entity exists before the merger and is a domestic 09 filing entity, any amendment to the surviving entity's public organic document 10 approved as part of the plan of merger; 11 (6) if the surviving entity is created by the merger and is a domestic 12 filing entity, the surviving entity's public organic document, as an attachment; 13 (7) if the surviving entity is created by the merger and is a domestic 14 limited liability partnership, the surviving entity's statement of qualification, as an 15 attachment; and 16 (8) if the surviving entity is a foreign entity that is not a qualified 17 foreign entity, a mailing address to which the department may send any process served 18 on the commissioner under AS 10.55.206(e). 19 (c) In addition to the requirements of (b) of this section, a statement of merger 20 may contain any other provision not prohibited by law. 21 (d) If the surviving entity is a domestic entity, the surviving entity's public 22 organic document, if any, must satisfy the requirements of the law of this state, except 23 that it does not need to be signed and may omit any provision that is not required to be 24 included in a restatement of the public organic document. 25 (e) A plan of merger that is signed on behalf of all of the merging entities and 26 meets all of the requirements of (b) of this section may be filed with the department 27 instead of a statement of merger and, on filing, has the same effect as a statement of 28 merger. If a plan of merger is filed as provided in this subsection, references in this 29 chapter to a statement of merger refer to the plan of merger filed under this subsection. 30 (f) A statement of merger becomes effective on the date and time of filing or 31 the later date and time specified in the statement of merger under (b)(3) of this section.
01 Sec. 10.55.206. Effect of merger. (a) When a merger becomes effective, 02 (1) the surviving entity continues or comes into existence; 03 (2) each merging entity that is not the surviving entity ceases to exist; 04 (3) all property of each merging entity vests in the surviving entity 05 without assignment, reversion, or impairment; 06 (4) all liabilities of each merging entity are liabilities of the surviving 07 entity; 08 (5) except as otherwise provided by law other than this chapter or the 09 plan of merger, all of the rights, privileges, immunities, powers, and purposes of each 10 merging entity vest in the surviving entity; 11 (6) if the surviving entity exists before the merger, 12 (A) all of the surviving entity's property continues to be vested 13 in it without reversion or impairment; 14 (B) the surviving entity remains subject to all of its liabilities; 15 and 16 (C) all of the surviving entity's rights, privileges, immunities, 17 powers, and purposes continue to be vested in it; 18 (7) the name of the surviving entity may be substituted for the name of 19 any merging entity that is a party to any pending action or proceeding; 20 (8) if the surviving entity exists before the merger, 21 (A) the surviving entity's public organic document, if any, is 22 amended as provided in the statement of merger and is binding on its interest 23 holders; and 24 (B) the surviving entity's private organic rules that are to be in 25 a record, if any, are amended to the extent provided in the plan of merger and 26 are binding on and enforceable by 27 (i) the surviving entity's interest holders; and 28 (ii) in the case of a surviving entity that is not a 29 business corporation or a nonprofit corporation, any other person that is 30 a party to an agreement that is part of the surviving entity's private 31 organic rules;
01 (9) if the surviving entity is created by the merger, 02 (A) and if the surviving entity is a domestic entity, the 03 surviving entity is subject to the organic law in this state that governs the 04 internal affairs of the type of entity of the surviving entity; 05 (B) the surviving entity's public organic document, if any, is 06 effective and is binding on its interest holders; and 07 (C) the surviving entity's private organic rules are effective and 08 are binding on and enforceable by 09 (i) the surviving entity's interest holders; and 10 (ii) in the case of a surviving entity that is not a 11 business corporation or a nonprofit corporation, any other person that 12 was a party to an agreement that was part of the organic rules of a 13 merging entity if that person has agreed to be a party to an agreement 14 that is part of the surviving entity's private organic rules; and 15 (10) the interests in each merging entity that are to be converted in the 16 merger are converted, and the interest holders of those interests are entitled only to the 17 rights provided to them under the plan of merger and to any dissenters' rights they 18 have under AS 10.55.109 and the merging entity's organic law. 19 (b) Except as otherwise provided in the organic law or organic rules of a 20 merging entity, the merger does not give rise to any rights that an interest holder, 21 governor, or third party would otherwise have upon a dissolution, liquidation, or 22 winding up of the merging entity. 23 (c) When a merger becomes effective, a person that did not have interest- 24 holder liability with respect to any of the merging entities and that becomes subject to 25 interest-holder liability with respect to a domestic entity as a result of a merger has 26 interest-holder liability only to the extent provided by the organic law of the entity and 27 only for those liabilities that arise after the merger becomes effective. 28 (d) When a merger becomes effective, the interest-holder liability of a person 29 that ceases to hold an interest in a domestic merging entity with respect to which the 30 person had interest-holder liability is as follows: 31 (1) the merger does not discharge any interest-holder liability under the
01 organic law of the domestic merging entity to the extent the interest-holder liability 02 arose before the merger became effective; 03 (2) the person does not have interest-holder liability under the organic 04 law of the domestic merging entity for any liability that arises after the merger 05 becomes effective; 06 (3) the organic law of the domestic merging entity continues to apply 07 to the release, collection, or discharge of any interest-holder liability preserved under 08 (1) of this subsection as if the merger had not occurred and the surviving entity were 09 the domestic merging entity; and 10 (4) the person has whatever rights of contribution from any other 11 person as are provided by the organic law or organic rules of the domestic merging 12 entity with respect to any interest-holder liability preserved under (1) of this 13 subsection as if the merger had not occurred. 14 (e) When a merger becomes effective, a foreign entity that is the surviving 15 entity 16 (1) may be served with process in this state for the collection and 17 enforcement of any liabilities of a domestic merging entity; and 18 (2) appoints the commissioner as the foreign entity's agent for service 19 of process for collecting or enforcing those liabilities. 20 (f) When a merger becomes effective, the certificate of authority or other 21 foreign qualification of any foreign merging entity that is not the surviving entity is 22 cancelled. 23 Article 3. Interest Exchange. 24 Sec. 10.55.301. Interest exchange authorized. (a) Except as otherwise 25 provided in this section, by complying with AS 10.55.301 - 10.55.306, 26 (1) a domestic entity may acquire all of one or more classes or series of 27 interests of another domestic or foreign entity in exchange for interests, securities, 28 obligations, 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; or 31 (2) all of one or more classes or series of interests of a domestic entity
01 may be acquired by another domestic or foreign entity in exchange for interests, 02 securities, obligations, rights to acquire interests or securities, cash, or other property, 03 or any combination of interests, securities, obligations, rights to acquire interests or 04 securities, cash, or other property. 05 (b) Except as otherwise provided in this section, by complying with the 06 provisions of AS 10.55.301 - 10.55.306 applicable to foreign entities, a foreign entity 07 may be the acquiring or acquired entity in an interest exchange under AS 10.55.301 - 08 10.55.306 if the interest exchange is authorized by the law of the foreign entity's 09 jurisdiction of organization. 10 (c) Unless the provision is amended after July 1, 2013, if a protected 11 agreement contains a provision that applies to a merger of a domestic entity but does 12 not refer to an interest exchange, the provision applies to an interest exchange in 13 which the domestic entity is the acquired entity as if the interest exchange were a 14 merger. 15 (d) The provisions of AS 10.55.301 - 10.55.306 do not apply to a share 16 exchange under AS 10.06.530 - 10.06.582 or 10.06.960; in this subsection, "share 17 exchange" means a share exchange authorized by AS 10.06.538 or an exchange 18 regulated by AS 10.06.960. 19 Sec. 10.55.302. Plan of interest exchange. (a) A domestic entity may be the 20 acquired entity in an interest exchange under AS 10.55.301 - 10.55.306 by approving a 21 plan of interest exchange. The plan must be in a record and contain 22 (1) the name and type of the acquired entity; 23 (2) the name, jurisdiction of organization, and type of the acquiring 24 entity; 25 (3) the manner of converting the interests in the acquired entity into 26 interests, securities, obligations, rights to acquire interests or securities, cash, or other 27 property, or any combination of interests, securities, obligations, rights to acquire 28 interests or securities, cash, or other property; 29 (4) any proposed amendments to the public organic document or 30 private organic rules that are, or are proposed to be, in a record of the acquired entity; 31 (5) the other terms and conditions of the interest exchange; and
01 (6) any other provision required by the law of this state or the organic 02 rules of the acquired entity. 03 (b) A plan of interest exchange may contain any other provision not prohibited 04 by law. 05 Sec. 10.55.303. Approval of interest exchange. (a) A plan of interest 06 exchange is not effective unless it has been approved 07 (1) by a domestic acquired entity 08 (A) in accordance with the requirements, if any, in the acquired 09 entity's organic law and organic rules for approval of an interest exchange; 10 (B) except as otherwise provided in (d) of this section, if 11 neither the acquired entity's organic law nor organic rules provide for approval 12 of an interest exchange, in accordance with the requirements, if any, in the 13 acquired entity's organic law and organic rules for approval of, 14 (i) in the case of an entity that is not a business 15 corporation, a merger, as if the interest exchange were a merger; or 16 (ii) in the case of a business corporation, a merger 17 requiring approval by a vote of the interest holders of the business 18 corporation, as if the interest exchange were that type of merger; or 19 (C) if neither its organic law nor organic rules provide for 20 approval of an interest exchange or a merger described in (B)(ii) of this 21 paragraph, by all of the interest holders of the entity entitled to vote on or 22 consent to any matter; and 23 (2) in a record, by each interest holder of a domestic acquired entity 24 that will have interest-holder liability for liabilities that arise after the interest 25 exchange becomes effective, unless, in the case of an entity that is not a business 26 corporation or nonprofit corporation, 27 (A) the organic rules of the entity provide in a record for the 28 approval of an interest exchange or a merger in which some or all of the 29 entity's interest holders become subject to interest-holder liability by the vote 30 or consent of fewer than all of the interest holders; and 31 (B) the interest holder voted for or consented in a record to that
01 provision of the organic rules or became an interest holder after the adoption of 02 that provision. 03 (b) An interest exchange involving a foreign acquired entity is not effective 04 unless it is approved by the foreign entity in accordance with the law of the foreign 05 entity's jurisdiction of organization. 06 (c) Except as otherwise provided in the acquiring entity's organic law or 07 organic rules, the interest holders of the acquiring entity are not required to approve 08 the interest exchange. 09 (d) A provision of the organic law of a domestic acquired entity that would 10 permit a merger between the acquired entity and the acquiring entity to be approved 11 without the vote or consent of the interest holders of the acquired entity because of the 12 percentage of interests in the acquired entity held by the acquiring entity does not 13 apply to approval of an interest exchange under (a)(1)(B) of this section. 14 Sec. 10.55.304. Amendment or abandonment of plan of interest exchange. 15 (a) A plan of interest exchange of a domestic acquired entity may be amended 16 (1) in the same manner as the plan was approved, if the plan does not 17 provide for the manner in which it may be amended; or 18 (2) by the governors or interest holders of the entity in the manner 19 provided in the plan; however, an interest holder that was entitled to vote on or 20 consent to approval of the interest exchange is entitled to vote on or consent to any 21 amendment of the plan that will change 22 (A) the amount or kind of interests, securities, obligations, 23 rights to acquire interests or securities, cash, or other property, or any 24 combination of interests, securities, obligations, rights to acquire interests or 25 securities, cash, or other property, to be received by any of the interest holders 26 of the acquired entity under the plan; 27 (B) the public organic document or private organic rules of the 28 acquired entity that will be in effect immediately after the interest exchange 29 becomes effective, except for changes that do not require approval of the 30 interest holders of the acquired entity under its organic law or organic rules; or 31 (C) any other terms or conditions of the plan, if the change
01 would adversely affect the interest holder in any material respect. 02 (b) After a plan of interest exchange has been approved by a domestic 03 acquired entity and before a statement of interest exchange becomes effective, the plan 04 may be abandoned 05 (1) as provided in the plan; or 06 (2) unless prohibited by the plan, in the same manner as the plan was 07 approved. 08 (c) If a plan of interest exchange is abandoned after a statement of interest 09 exchange has been filed with the department and before the filing becomes effective, a 10 statement of abandonment, signed on behalf of the acquired entity, must be filed with 11 the department before the time the statement of interest exchange becomes effective. 12 The statement of abandonment takes effect on filing, and the interest exchange is 13 abandoned and does not become effective. The statement of abandonment must 14 contain 15 (1) the name of the acquired entity; 16 (2) the date on which the statement of interest exchange was filed; and 17 (3) a statement that the interest exchange has been abandoned in 18 accordance with this section. 19 Sec. 10.55.305. Statement of interest exchange; effective date. (a) A 20 statement of interest exchange shall be signed on behalf of a domestic acquired entity 21 and filed with the department. 22 (b) A statement of interest exchange must contain 23 (1) the name and type of the acquired entity; 24 (2) the name, jurisdiction of organization, and type of the acquiring 25 entity; 26 (3) if the statement of interest exchange is not to be effective upon 27 filing, the later date and time on which it will become effective, which may not be 28 more than 90 days after the date of filing; 29 (4) a statement that the plan of interest exchange was approved by the 30 acquired entity in accordance with AS 10.55.301 - 10.55.306; and 31 (5) any amendments to the acquired entity's public organic document
01 approved as part of the plan of interest exchange. 02 (c) In addition to the requirements of (b) of this section, a statement of interest 03 exchange may contain any other provision not prohibited by law. 04 (d) A plan of interest exchange that is signed on behalf of a domestic acquired 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 interest exchange and, on filing, has the same 07 effect as a statement of interest or exchange. If a plan of interest exchange is filed as 08 provided in this subsection, references in this chapter to a statement of interest 09 exchange refer to the plan of interest exchange filed under this subsection. 10 (e) A statement of interest exchange becomes effective on the date and time of 11 filing or the later date and time specified in the statement of interest exchange. 12 Sec. 10.55.306. Effect of interest exchange. (a) When an interest exchange 13 becomes effective, 14 (1) the interests in the acquired entity that are the subject of the interest 15 exchange cease to exist or are converted or exchanged, and the interest holders of 16 those interests are entitled only to the rights provided to them under the plan of interest 17 exchange and to any dissenters' rights they have under AS 10.55.109 and the acquired 18 entity's organic law; 19 (2) the acquiring entity becomes the interest holder of the interests in 20 the acquired entity stated in the plan of interest exchange to be acquired by the 21 acquiring entity; 22 (3) the public organic document, if any, of the acquired entity is 23 amended as provided in the statement of interest exchange and is binding on the 24 acquired entity's interest holders; and 25 (4) the private organic rules of the acquired entity that are to be in a 26 record, if any, are amended to the extent provided in the plan of interest exchange and 27 are binding on and enforceable by 28 (A) the acquired entity's interest holders; and 29 (B) in the case of an acquired entity that is not a business 30 corporation or nonprofit corporation, any other person that is a party to an 31 agreement that is part of the acquired entity's private organic rules.
01 (b) Except as otherwise provided in the organic law or organic rules of the 02 acquired entity, the interest exchange 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 acquired entity. 05 (c) When an interest exchange becomes effective, a person that did not have 06 interest-holder liability with respect to the acquired entity and that becomes subject to 07 interest-holder liability with respect to a domestic entity as a result of the interest 08 exchange has interest-holder liability only to the extent provided by the organic law of 09 the entity and only for those liabilities that arise after the interest exchange becomes 10 effective. 11 (d) When an interest exchange becomes effective, the interest-holder liability 12 of a person that ceases to hold an interest in a domestic acquired entity with respect to 13 which the person had interest-holder liability is as follows: 14 (1) the interest exchange does not discharge any interest-holder 15 liability under the organic law of the domestic acquired entity to the extent the 16 interest-holder liability arose before the interest exchange became effective; 17 (2) the person does not have interest-holder liability under the organic 18 law of the domestic acquired entity for any liability that arises after the interest 19 exchange becomes effective; 20 (3) the organic law of the domestic acquired entity continues to apply 21 to the release, collection, or discharge of any interest-holder liability preserved under 22 (1) of this subsection as if the interest exchange had not occurred; and 23 (4) the person has whatever rights of contribution from any other 24 person as are provided by the organic law or organic rules of the domestic acquired 25 entity with respect to any interest-holder liability preserved under (1) of this 26 subsection as if the interest exchange had not occurred. 27 Article 4. Conversion. 28 Sec. 10.55.401. Conversion authorized. (a) Except as otherwise provided in 29 this section, by complying with AS 10.55.401 - 10.55.406, a domestic entity may 30 become 31 (1) a domestic entity of a different type; or
01 (2) a foreign entity of a different type, if the conversion is authorized 02 by the law of the foreign jurisdiction. 03 (b) Except as otherwise provided in this section, by complying with the 04 provisions of AS 10.55.401 - 10.55.406 applicable to foreign entities, a foreign entity 05 may become a domestic entity of a different type if the conversion is authorized by the 06 law of the foreign entity's jurisdiction of organization. 07 (c) Unless the provision is amended after July 1, 2013, if a protected 08 agreement contains a provision that applies to a merger of a domestic entity but does 09 not refer to a conversion, the provision applies to a conversion of the entity as if the 10 conversion were a merger. 11 Sec. 10.55.402. Plan of conversion. (a) A domestic entity may convert to a 12 different type of entity under AS 10.55.401 - 10.55.406 by approving a plan of 13 conversion. The plan must be in a record and contain 14 (1) the name and type of the converting entity; 15 (2) the name, jurisdiction of organization, and type of the converted 16 entity; 17 (3) the manner of converting the interests in the converting entity into 18 interests, securities, obligations, rights to acquire interests or securities, cash, or other 19 property, or any combination of interests, securities, obligations, rights to acquire 20 interests or securities, cash, or other property; 21 (4) the proposed public organic document of the converted entity, if 22 the converted entity will be a filing entity; 23 (5) the full text of the private organic rules of the converted entity that 24 are proposed to be in a record; 25 (6) the other terms and conditions of the conversion; and 26 (7) any other provision required by the law of this state or the organic 27 rules of the converting entity. 28 (b) A plan of conversion may contain any other provision not prohibited by 29 law. 30 Sec. 10.55.403. Approval of conversion. (a) A plan of conversion is not 31 effective unless it has been approved
01 (1) by a domestic converting entity 02 (A) in accordance with the requirements, if any, in the 03 converted entity's organic rules for approval of a conversion; 04 (B) if the converted entity's organic rules do not provide for 05 approval of a conversion, in accordance with the requirements, if any, in the 06 converted entity's organic law and organic rules for approval of, 07 (i) in the case of an entity that is not a business 08 corporation, a merger, as if the conversion were a merger; or 09 (ii) in the case of a business corporation, a merger 10 requiring approval by a vote of the interest holders of the business 11 corporation, as if the conversion were that type of merger; or 12 (C) if neither its organic law nor organic rules provide for 13 approval of a conversion or a merger described in (B)(ii) of this paragraph, by 14 all of the interest holders of the entity entitled to vote on or consent to any 15 matter; and 16 (2) in a record, by each interest holder of a domestic converting entity 17 that will have interest-holder liability for liabilities that arise after the conversion 18 becomes effective, unless, in the case of an entity that is not a business or nonprofit 19 corporation, 20 (A) the organic rules of the entity provide in a record for the 21 approval of a conversion or a merger in which some or all of the entity's 22 interest holders become subject to interest-holder liability by the vote or 23 consent of fewer than all of the interest holders; and 24 (B) the interest holder voted for or consented in a record to that 25 provision of the organic rules or became an interest holder after the adoption of 26 that provision. 27 (b) A conversion of a foreign converting entity is not effective unless it is 28 approved by the foreign entity in accordance with the law of the foreign entity's 29 jurisdiction of organization. 30 Sec. 10.55.404. Amendment or abandonment of plan of conversion. (a) A 31 plan of conversion of a domestic converting entity may be amended
01 (1) in the same manner as the plan was approved, if the plan does not 02 provide for the manner in which it may be amended; or 03 (2) by the governors or interest holders of the entity in the manner 04 provided in the plan; however, an interest holder that was entitled to vote on or 05 consent to approval of the conversion is entitled to vote on or consent to any 06 amendment of the plan that will change 07 (A) the amount or kind of interests, securities, obligations, 08 rights to acquire interests or securities, cash, or other property, or any 09 combination of interests, securities, cash, or other property, to be received by 10 any of the interest holders of the converting entity under the plan; 11 (B) the public organic document or private organic rules of the 12 converted entity that will be in effect immediately after the conversion 13 becomes effective, except for changes that do not require approval of the 14 interest holders of the converted entity under its organic law or organic rules; 15 or 16 (C) any other terms or conditions of the plan, if the change 17 would adversely affect the interest holder in any material respect. 18 (b) After a plan of conversion has been approved by a domestic converting 19 entity and before a statement of conversion becomes effective, the plan may be 20 abandoned 21 (1) as provided in the plan; or 22 (2) unless prohibited by the plan, in the same manner as the plan was 23 approved. 24 (c) If a plan of conversion is abandoned after a statement of conversion has 25 been filed with the department and before the filing becomes effective, a statement of 26 abandonment, signed on behalf of the entity, must be filed with the department before 27 the time the statement of conversion becomes effective. The statement of 28 abandonment takes effect on filing, and the conversion is abandoned and does not 29 become effective. The statement of abandonment must contain 30 (1) the name of the converting entity; 31 (2) the date on which the statement of conversion was filed; and
01 (3) a statement that the conversion has been abandoned in accordance 02 with this section. 03 Sec. 10.55.405. Statement of conversion; effective date. (a) A statement of 04 conversion shall be signed on behalf of the converting entity and filed with the 05 department. 06 (b) A statement of conversion must contain 07 (1) the name, jurisdiction of organization, and type of the converting 08 entity; 09 (2) the name, jurisdiction of organization, and type of the converted 10 entity; 11 (3) if the statement of conversion is not to be effective upon filing, the 12 later date and time on which it will become effective, which may not be more than 90 13 days after the date of filing; 14 (4) if the converting entity is a 15 (A) domestic entity, a statement that the plan of conversion was 16 approved in accordance with AS 10.55.401 - 10.55.406; or 17 (B) foreign entity, a statement that the conversion was 18 approved by the foreign converting entity in accordance with the law of its 19 jurisdiction of organization; 20 (5) if the converted entity is a domestic filing entity, the text of the 21 converted entity's public organic document, as an attachment; 22 (6) if the converted entity is a domestic limited liability partnership, 23 the text of the converted entity's statement of qualification, as an attachment; and 24 (7) if the converted entity is a foreign entity that is not a qualified 25 foreign entity, a mailing address to which the department may send any process served 26 on the commissioner under AS 10.55.406(e). 27 (c) In addition to the requirements of (b) of this section, a statement of 28 conversion may contain any other provision not prohibited by law. 29 (d) If the converted entity is a domestic entity, the converted entity's public 30 organic document, if any, must satisfy the requirements of the law of this state, except 31 that it does not need to be signed and may omit any provision that is not required to be
01 included in a restatement of the public organic document. 02 (e) A plan of conversion that is signed on behalf of a domestic converting 03 entity and meets all of the requirements of (b) of this section may be filed with the 04 department instead of a statement of conversion and, on filing, has the same effect as a 05 statement of conversion. If a plan of conversion is filed as provided in this subsection, 06 references in this chapter to a statement of conversion refer to the plan of conversion 07 filed under this subsection. 08 (f) A statement of conversion becomes effective on the date and time of filing 09 or the later date and time specified in the statement of conversion under (b)(3) of this 10 section. 11 Sec. 10.55.406. Effect of conversion. (a) When a conversion becomes 12 effective, 13 (1) the converted entity is 14 (A) organized under and subject to the organic law of the 15 converted entity; and 16 (B) the same entity without interruption as the converting 17 entity; 18 (2) all property of the converting entity continues to be vested in the 19 converted entity without assignment, reversion, or impairment; 20 (3) all liabilities of the converting entity continue as liabilities of the 21 converted entity; 22 (4) except as provided by law other than this chapter or the plan of 23 conversion, all of the rights, privileges, immunities, powers, and purposes of the 24 converting entity remain in the converted entity; 25 (5) the name of the converted entity may be substituted for the name of 26 the converting entity in any pending action or proceeding; 27 (6) if a converted entity is a filing entity, the converted entity's public 28 organic document is effective and is binding on its interest holders; 29 (7) if the converted entity is a limited liability partnership, the 30 converted entity's statement of qualification is effective simultaneously; 31 (8) the private organic rules of the converted entity that are to be in a
01 record, if any, approved as part of the plan of conversion are effective and are binding 02 on and enforceable by 03 (A) the converted entity's interest holders; and 04 (B) in the case of a converted entity that is not a business 05 corporation or nonprofit corporation, any other person that is a party to an 06 agreement that is part of the entity's private organic rules; and 07 (9) the interests in the converting entity are converted, and the interest 08 holders of the converting entity are entitled only to the rights provided to them under 09 the plan of conversion and to any dissenters' rights they have under AS 10.55.109 and 10 the converting entity's organic law. 11 (b) Except as otherwise provided in the organic law or organic rules of the 12 converting entity, the conversion does not give rise to any rights that an interest 13 holder, governor, or third party would otherwise have upon a dissolution, liquidation, 14 or winding up of the converting entity. 15 (c) When a conversion becomes effective, a person that did not have interest- 16 holder liability with respect to the converting entity and that becomes subject to 17 interest-holder liability with respect to a domestic entity as a result of a conversion has 18 interest-holder liability only to the extent provided by the organic law of the entity and 19 only for those liabilities that arise after the conversion becomes effective. 20 (d) When a conversion becomes effective, 21 (1) the conversion does not discharge any interest-holder liability 22 under the organic law of a domestic converting entity to the extent the interest-holder 23 liability arose before the conversion became effective; 24 (2) a person does not have interest-holder liability under the organic 25 law of a domestic converting entity for any liability that arises after the conversion 26 becomes effective; 27 (3) the organic law of a domestic converting entity continues to apply 28 to the release, collection, or discharge of any interest-holder liability preserved under 29 (1) of this subsection as if the conversion had not occurred; and 30 (4) a person has whatever rights of contribution from any other person 31 as are provided by the organic law or organic rules of the domestic converting entity
01 with respect to any interest-holder liability preserved under (1) of this subsection as if 02 the conversion had not occurred. 03 (e) When a conversion becomes effective, a foreign entity that is the converted 04 entity 05 (1) may be served with process in this state for the collection and 06 enforcement of any of the foreign entity's liabilities; and 07 (2) appoints the commissioner as the foreign entity's agent for service 08 of process for collecting or enforcing those liabilities. 09 (f) If the converting entity is a qualified foreign entity, the certificate of 10 authority or other foreign qualification of the converting entity is cancelled when the 11 conversion becomes effective. 12 (g) A conversion does not require the entity to wind up its affairs and does not 13 constitute or cause the dissolution of the entity. 14 Article 5. Domestication. 15 Sec. 10.55.501. Domestication authorized. (a) Except as otherwise provided 16 in this section, by complying with AS 10.55.501 - 10.55.506, a domestic entity may 17 become a domestic entity of the same type in a foreign jurisdiction if the 18 domestication is authorized by the law of the foreign jurisdiction. 19 (b) Except as otherwise provided in this section, by complying with the 20 provisions of AS 10.55.501 - 10.55.506 applicable to foreign entities a foreign entity 21 may become a domestic entity of the same type in this state if the domestication is 22 authorized by the law of the foreign entity's jurisdiction of organization. 23 (c) Unless the provision is amended after July 1, 2013, if a protected 24 agreement contains a provision that applies to a merger of a domestic entity but does 25 not refer to a domestication, the provision applies to a domestication of the entity as if 26 the domestication were a merger. 27 Sec. 10.55.502. Plan of domestication. (a) A domestic entity may become a 28 foreign entity in a domestication by approving a plan of domestication. The plan must 29 be in a record and contain 30 (1) the name and type of the domesticating entity; 31 (2) the name and jurisdiction of organization of the domesticated
01 entity; 02 (3) the manner of converting the interests in the domesticating entity 03 into interests, securities, obligations, rights to acquire interests or securities, cash, or 04 other property, or any combination of interests, securities, obligations, rights to 05 acquire interests or securities, cash, or other property; 06 (4) the proposed public organic document of the domesticated entity, if 07 the domesticated entity is a filing entity; 08 (5) the full text of the private organic rules of the domesticated entity 09 that are proposed to be in a record; 10 (6) the other terms and conditions of the domestication; and 11 (7) any other provision required by the law of this state or the organic 12 rules of the domesticating entity. 13 (b) A plan of domestication may contain any other provision not prohibited by 14 law. 15 Sec. 10.55.503. Approval of domestication. (a) A plan of domestication is not 16 effective unless it has been approved 17 (1) by a domestic domesticating entity 18 (A) in accordance with the requirements, if any, in the domestic 19 domesticating entity's organic rules for approval of a domestication; 20 (B) if the domestic domesticating entity's organic rules do not 21 provide for approval of a domestication, in accordance with the requirements, 22 if any, in its organic law and organic rules for approval of 23 (i) in the case of an entity that is not a business 24 corporation, a merger, as if the domestication were a merger; or 25 (ii) in the case of a business corporation, a merger 26 requiring approval by a vote of the interest holders of the business 27 corporation, as if the domestication were that type of merger; or 28 (C) if neither the domestic domesticating entity's organic law 29 nor organic rules provide for approval of a domestication or a merger 30 described in (B)(ii) of this paragraph, by all of the interest holders of the entity 31 entitled to vote on or consent to any matter; and
01 (2) in a record, by each interest holder of a domestic domesticating 02 entity that will have interest-holder liability for liabilities that arise after the 03 domestication becomes effective, unless, in the case of an entity that is not a business 04 corporation or nonprofit corporation, 05 (A) the organic rules of the entity in a record provide for the 06 approval of a domestication or merger in which some or all of the entity's 07 interest holders become subject to interest-holder liability by the vote or 08 consent of fewer than all of the interest holders; and 09 (B) the interest holder voted for or consented in a record to that 10 provision of the organic rules or became an interest holder after the adoption of 11 that provision. 12 (b) A domestication of a foreign domesticating entity is not effective unless it 13 is approved in accordance with the law of the foreign entity's jurisdiction of 14 organization. 15 Sec. 10.55.504. Amendment or abandonment of plan of domestication. (a) 16 A plan of domestication of a domestic domesticating entity may be amended 17 (1) in the same manner as the plan was approved, if the plan does not 18 provide for the manner in which it may be amended; or 19 (2) by the governors or interest holders of the entity in the manner 20 provided in the plan; however, but an interest holder that was entitled to vote on or 21 consent to approval of the domestication is entitled to vote on or consent to any 22 amendment of the plan that will change 23 (A) the amount or kind of interests, securities, obligations, 24 rights to acquire interests or securities, cash, or other property, or any 25 combination of interests, securities, obligations, rights to acquire interests or 26 securities, cash, or other property, to be received by any of the interest holders 27 of the domesticating entity under the plan; 28 (B) the public organic document or private organic rules of the 29 domesticated entity that will be in effect immediately after the domestication 30 becomes effective, except for changes that do not require approval of the 31 interest holders of the domesticated entity under its organic law or organic
01 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 domestication has been approved by a domestic 05 domesticating entity and before a statement of domestication becomes effective, the 06 plan 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 domestication is abandoned after a statement of domestication 11 has been filed with the department and before the filing becomes effective, a statement 12 of abandonment, signed on behalf of the entity, shall be filed with the department 13 before the time the statement of domestication becomes effective. The statement of 14 abandonment takes effect upon filing, and the domestication is abandoned and does 15 not become effective. The statement of abandonment must contain 16 (1) the name of the domesticating entity; 17 (2) the date on which the statement of domestication was filed; and 18 (3) a statement that the domestication has been abandoned in 19 accordance with this section. 20 Sec. 10.55.505. Statement of domestication; effective date. (a) A statement 21 of domestication shall be signed on behalf of the domesticating entity and filed with 22 the department. 23 (b) A statement of domestication must contain 24 (1) the name, jurisdiction of organization, and type of the 25 domesticating entity; 26 (2) the name and jurisdiction of organization of the domesticated 27 entity; 28 (3) if the statement of domestication is not to be effective upon filing, 29 the later date and time on which it will become effective, which may not be more than 30 90 days after the date of filing; 31 (4) if the domesticating entity is a
01 (A) domestic entity, a statement that the plan of domestication 02 was approved in accordance with AS 10.55.501 - 10.55.506; or 03 (B) foreign entity, a statement that the domestication was 04 approved in accordance with the law of its jurisdiction of organization; 05 (5) if the domesticated entity is a domestic filing entity, the 06 domesticated entity's public organic document, as an attachment; 07 (6) if the domesticated entity is a domestic limited liability partnership, 08 the domesticated entity's statement of qualification, as an attachment; and 09 (7) if the domesticated entity is a foreign entity that is not a qualified 10 foreign entity, a mailing address to which the department may send any process served 11 on the commissioner under AS 10.55.506(e). 12 (c) In addition to the requirements of (b) of this section, a statement of 13 domestication may contain any other provision not prohibited by law. 14 (d) If the domesticated entity is a domestic entity, the domesticated entity's 15 public organic document, if any, must satisfy the requirements of the law of this state, 16 except that it does not need to be signed and may omit any provision that is not 17 required to be included in a restatement of the public organic document. 18 (e) A plan of domestication that is signed on behalf of a domestic 19 domesticating entity and meets all of the requirements of (b) of this section may be 20 filed with the department instead of a statement of domestication and, on filing, has 21 the same effect as a statement of domestication. If a plan of domestication is filed as 22 provided in this subsection, references in this chapter to a statement of domestication 23 refer to the plan of domestication filed under this subsection. 24 (f) A statement of domestication becomes effective on the date and time of 25 filing or the later date and time specified in the statement of domestication. 26 Sec. 10.55.506. Effect of domestication. (a) When a domestication becomes 27 effective, 28 (1) the domesticated entity is 29 (A) organized under and subject to the organic law of the 30 domesticated entity; and 31 (B) the same entity without interruption as the domesticating
01 entity; 02 (2) all property of the domesticating entity continues to be vested in 03 the domesticated entity without assignment, reversion, or impairment; 04 (3) all liabilities of the domesticating entity continue as liabilities of 05 the domesticated entity; 06 (4) except as provided by law other than this chapter or the plan of 07 domestication, all of the rights, privileges, immunities, powers, and purposes of the 08 domesticating entity remain in the domesticated entity; 09 (5) the name of the domesticated entity may be substituted for the 10 name of the domesticating entity in any pending action or proceeding; 11 (6) if the domesticated entity is a filing entity, the domesticated entity's 12 public organic document is effective and is binding on its interest holders; 13 (7) if the domesticated entity is a limited liability partnership, the 14 domesticated entity's statement of qualification is effective simultaneously; 15 (8) the private organic rules of the domesticated entity that are to be in 16 a record, if any, approved as part of the plan of domestication are effective and are 17 binding on and enforceable by 18 (A) the domesticated entity's interest holders; and 19 (B) in the case of a domesticated entity that is not a business 20 corporation or nonprofit corporation, any other person that is a party to an 21 agreement that is part of the domesticated entity's private organic rules; and 22 (9) the interests in the domesticating entity are converted to the extent 23 and as approved in connection with the domestication, and the interest holders of the 24 domesticating entity are entitled only to the rights provided to them under the plan of 25 domestication and to any dissenters' rights they have under AS 10.55.109 and the 26 domesticating entity's organic law. 27 (b) Except as otherwise provided in the organic law or organic rules of the 28 domesticating entity, the domestication does not give rise to any rights that an interest 29 holder, governor, or third party would otherwise have upon a dissolution, liquidation, 30 or winding up of the domesticating entity. 31 (c) When a domestication becomes effective, a person that did not have
01 interest-holder liability with respect to the domesticating entity and that becomes 02 subject to interest-holder liability with respect to a domestic entity as a result of the 03 domestication has interest-holder liability only to the extent provided by the organic 04 law of the entity and only for those liabilities that arise after the domestication 05 becomes effective. 06 (d) When a domestication becomes effective, 07 (1) the domestication does not discharge any interest-holder liability 08 under the organic law of a domestic domesticating entity to the extent the interest- 09 holder liability arose before the domestication became effective; 10 (2) a person does not have interest-holder liability under the organic 11 law of a domestic domesticating entity for any liability that arises after the 12 domestication becomes effective; 13 (3) the organic law of a domestic domesticating entity continues to 14 apply to the release, collection, or discharge of any interest-holder liability preserved 15 under (1) of this subsection as if the domestication had not occurred; and 16 (4) a person has whatever rights of contribution from any other person 17 as are provided by the organic law or organic rules of a domestic domesticating entity 18 with respect to any interest-holder liability preserved under (1) of this subsection as if 19 the domestication had not occurred. 20 (e) When a domestication becomes effective, a foreign entity that is the 21 domesticated entity 22 (1) may be served with process in this state for the collection and 23 enforcement of any of the foreign entity's liabilities; and 24 (2) appoints the commissioner as the foreign entity's agent for service 25 of process for collecting or enforcing those liabilities. 26 (f) If the domesticating entity is a qualified foreign entity, the certificate of 27 authority or other foreign qualification of the domesticating entity is cancelled when 28 the domestication becomes effective. 29 (g) A domestication does not require the entity to wind up its affairs and does 30 not constitute or cause the dissolution of the entity. 31 Article 6. Filings.
01 Sec. 10.55.601. Requirements for documents. (a) To be entitled to filing by 02 the department under this chapter, a document must satisfy the following requirements 03 and the requirements of any other provision of this chapter that adds to or varies these 04 requirements: 05 (1) this chapter must require or permit filing the document with the 06 department; 07 (2) the document must contain the information required by this chapter 08 and may contain other information; 09 (3) the document must be in a record; 10 (4) the document must be in the English language; however, the name 11 of an entity need not be in English if written in English letters or Arabic or Roman 12 numerals; 13 (5) the document must be signed 14 (A) by an officer of a domestic or foreign corporation; 15 (B) by a person authorized by a domestic or foreign entity that 16 is not a corporation; or 17 (C) if the entity is in the hands of a receiver, trustee, or other 18 court-appointed fiduciary, by that fiduciary; 19 (6) the document must state the name and capacity of the person that 20 signed it; the document may contain a corporate seal, attestation, acknowledgment, or 21 verification; and 22 (7) the document must be delivered to the department for filing; 23 delivery may be made by electronic transmission if and to the extent permitted by the 24 department; if a document is filed in typewritten or printed form and not transmitted 25 electronically, the department may require one exact or conformed copy to be 26 delivered with the document. 27 (b) When a document is delivered to the department for filing, the correct 28 filing fee and any franchise tax, license fee, or penalty required to be paid for the filing 29 by this chapter or other law must be paid or provision for payment made in a manner 30 permitted by the department. 31 Sec. 10.55.602. Forms. The department may prescribe and furnish on request
01 forms for documents required or permitted to be filed by this chapter, but their use is 02 not mandatory. 03 Sec. 10.55.603. Filing, service, and copying fees. (a) The department shall 04 collect a fee each time process is served on the commissioner under this chapter. The 05 party to a proceeding causing service of process may recover this fee as costs if the 06 party prevails in the proceeding. 07 (b) The department shall collect the fees for copying and certifying the copy 08 of any document filed under this chapter for copying and for the certificate. 09 (c) The department shall collect fees when the following documents are 10 delivered for filing: 11 (1) statement of merger; 12 (2) statement of abandonment of merger; 13 (3) statement of interest exchange; 14 (4) statement of abandonment of interest exchange; 15 (5) statement of conversion; 16 (6) statement of abandonment of conversion; 17 (7) statement of domestication; 18 (8) statement of abandonment of domestication. 19 (d) The department shall establish by regulation under AS 44.62 20 (Administrative Procedure Code) the amount of the fees to be collected under this 21 section. 22 Sec. 10.55.604. Effective time and date of document. Except as provided in 23 AS 10.55.605, a document accepted for filing is effective 24 (1) at the date and time of filing, as evidenced by the means used by 25 the department for recording the date and time of filing; 26 (2) at the time specified in the document as its effective time on the 27 date it is filed; 28 (3) at a specified delayed effective time and date, if permitted by this 29 chapter; or 30 (4) if a delayed effective date but no time is specified, at the close of 31 business on the date specified.
01 Sec. 10.55.605. Correcting filed document. (a) A domestic or foreign entity 02 may correct a document filed by the department if 03 (1) the document contains an inaccuracy; 04 (2) the document was defectively signed; or 05 (3) the electronic transmission of the document to the department was 06 defective. 07 (b) A document is corrected by filing with the department a statement of 08 correction that 09 (1) describes the document to be corrected and states the filing date of 10 the document to be corrected or has attached a copy of the document; 11 (2) specifies the inaccuracy or defect to be corrected; and 12 (3) corrects the inaccuracy or defect. 13 (c) A statement of correction is effective on the effective date of the document 14 it corrects except as to persons relying on the uncorrected document and adversely 15 affected by the correction. As to those persons, a statement of correction is effective 16 when filed. 17 Sec. 10.55.606. Filing duty of department. (a) A document delivered to the 18 department for filing that satisfies the requirements of AS 10.55.601 shall be filed by 19 the department. 20 (b) The department files a document by recording it as filed on the date and 21 time of receipt. After filing a document, the department shall deliver to the domestic 22 or foreign entity or its representative a copy of the document with an acknowledgment 23 of the date and time of filing. 24 (c) If the department refuses to file a document, the department shall return the 25 document to the domestic or foreign entity or its representative within five days after 26 the document was delivered, together with a brief, written explanation of the reason 27 for the refusal. 28 (d) The duty of the department to file documents under this section is 29 ministerial. The filing or refusal to file a document does not 30 (1) affect the validity or invalidity of the document in whole or in part; 31 (2) relate to the correctness or incorrectness of information contained
01 in the document; or 02 (3) create a presumption that the document is valid or invalid or that 03 information contained in the document is correct or incorrect. 04 Sec. 10.55.607. Appeal from refusal to file a document. (a) If the department 05 refuses to file a document delivered for filing, the domestic or foreign entity that 06 submitted the document for filing may, within 30 days after the return of the 07 document, appeal the refusal to the superior court of the judicial district where the 08 entity's principal office, or, if the entity does not have a principal office in this state, 09 where its registered office is or will be located. The appeal is begun by petitioning the 10 court to compel filing the document and by attaching to the petition the document and 11 the explanation of the department for the refusal to file. 12 (b) The court may summarily order the department to file the document or 13 take other action the court considers appropriate. 14 (c) The court's final decision may be appealed as in other civil proceedings. 15 Sec. 10.55.608. Evidentiary effect of copy of filed document. A certificate 16 from the department, delivered with a copy of a document filed by the department, 17 conclusively establishes that the original document is on file with the department. 18 Sec. 10.55.609. Penalty for signing false document. A person who signs a 19 document the person knows is false in any material respect with intent that the 20 document be delivered to the department for filing under this chapter is guilty of a 21 class A misdemeanor. 22 Sec. 10.55.610. Interrogatories by department; judicial review. (a) The 23 department may propound to a domestic or foreign entity that is a party to a 24 transaction under this chapter interrogatories reasonably necessary and proper to 25 enable the department to ascertain whether the entity has complied with the provisions 26 of this chapter. 27 (b) Interrogatories shall be answered within 30 days or within the additional 28 time fixed by the department. Answers shall be full and complete, in writing and under 29 oath. If the interrogatories are directed to an individual, the interrogatories shall be 30 answered by that person, and, if directed to an entity, the interrogatories shall be 31 answered by the president, vice-president, secretary, or assistant secretary of the
01 corporation or, in the instance of a foreign corporation, the person or persons 02 functioning as comparable officers in accordance with the laws of the state of 03 incorporation. 04 (c) A petition stating good cause to extend the date to answer, modify, or set 05 aside the interrogatories propounded by the department, or to enforce compliance with 06 AS 10.55.620 may be filed in the superior court before the expiration of the 30 days 07 fixed in this section for answer. 08 Sec. 10.55.615. Confidentiality of information disclosed by interrogatories. 09 Interrogatories and answers propounded and obtained under AS 10.55.610 are not 10 open to public inspection and the department may not disclose facts or information 11 obtained from the interrogatories except as the official duty of the department requires 12 or unless the interrogatories or the answers are required for evidence in criminal 13 proceedings or other action by the state. 14 Sec. 10.55.620. Failure or refusal to answer interrogatories. Unless 15 otherwise provided by an order of court issued in response to a petition filed under 16 AS 10.55.610, 17 (1) an entity that fails or refuses to answer truthfully and fully 18 interrogatories propounded by the department within the time prescribed by 19 AS 10.55.610(b) is guilty of a class A misdemeanor; and 20 (2) the department need not file a document to which the 21 interrogatories relate until the interrogatories are properly answered and need not file a 22 document to which the interrogatories relate if the answers disclose that the document 23 does not conform to the provisions of this chapter. 24 Sec. 10.55.625. Powers of department. The department has the power 25 reasonably necessary to perform the duties required by this chapter. 26 Article 7. Miscellaneous Provisions. 27 Sec. 10.55.701. Consistency of application. In applying and construing this 28 chapter, consideration shall be given to the need to promote consistency of the law 29 with respect to its subject matter among states that enact it. 30 Sec. 10.55.702. Relation to Electronic Signatures in Global and National 31 Commerce Act. This chapter modifies, limits, and supersedes 15 U.S.C. 7001 - 7031
01 (Electronic Signatures in Global and National Commerce Act), but does not modify, 02 limit, or supersede 15 U.S.C. 7001(c), or authorize electronic delivery of any of the 03 notices described in 15 U.S.C. 7003(b). 04 Article 8. Definitions and Title. 05 Sec. 10.55.901. Definitions. In this chapter, 06 (1) "acquired entity" means the entity, all of one or more classes or 07 series of interests in which are acquired in an interest exchange; 08 (2) "acquiring entity" means the entity that acquires all of one or more 09 classes or series of interests of the acquired entity in an interest exchange; 10 (3) "approve" means, in the case of an entity, for its governors and 11 interest holders to take whatever steps are necessary under its organic rules, organic 12 law, and other law to 13 (A) propose a transaction subject to this chapter; 14 (B) adopt and approve the terms and conditions of the 15 transaction; and 16 (C) conduct any required proceedings or otherwise obtain any 17 required votes or consents of the governors or interest holders; 18 (4) "business corporation" means a corporation whose internal affairs 19 are governed by AS 10.06; 20 (5) "commissioner" means the commissioner of commerce, 21 community, and economic development; 22 (6) "conversion" means a transaction authorized by AS 10.55.401 - 23 10.55.406; 24 (7) "converted entity" means the converting entity as it continues in 25 existence after a conversion; 26 (8) "converting entity" means the domestic entity that approves a plan 27 of conversion under AS 10.55.403 or the foreign entity that approves a conversion 28 under the law of its jurisdiction of organization; 29 (9) "department" means the Department of Commerce, Community, 30 and Economic Development; 31 (10) "domesticated entity" means the domesticating entity as it
01 continues in existence after a domestication; 02 (11) "domesticating entity" means the domestic entity that approves a 03 plan of domestication under AS 10.55.503 or the foreign entity that approves a 04 domestication under the law of its jurisdiction of organization; 05 (12) "domestication" means a transaction authorized by AS 10.55.501 06 - 10.55.506; 07 (13) "domestic entity" means an entity whose internal affairs are 08 governed by the law of this state; 09 (14) "entity" means 10 (A) a business corporation; 11 (B) a nonprofit corporation; 12 (C) a general partnership, including a limited liability 13 partnership; 14 (D) a limited partnership, including a limited liability limited 15 partnership; 16 (E) a limited liability company; 17 (F) a business trust or statutory trust entity; 18 (G) an unincorporated nonprofit association; 19 (H) a cooperative; or 20 (I) any other person that has a separate legal existence or has 21 the power to acquire an interest in real property in its own name, other than 22 (i) an individual; 23 (ii) a testamentary, inter vivos, or charitable trust, with 24 the exception of a trust that carries on a business; 25 (iii) an association or relationship that is not a 26 partnership solely by reason of AS 32.06.202(c) (Uniform Partnership 27 Act) or a similar provision of the law of any other jurisdiction; 28 (iv) a decedent's estate; or 29 (v) a government, a governmental subdivision, agency, 30 or instrumentality, or a quasi-governmental instrumentality; 31 (15) "filing entity" means an entity that is created by the filing of a
01 public organic document; 02 (16) "foreign entity" means an entity other than a domestic entity; 03 (17) "governance interest" means the right under the organic law or 04 organic rules of an entity, other than as a governor, agent, assignee, or proxy, to 05 (A) receive or demand access to information concerning, or the 06 books and records of, the entity; 07 (B) vote for the election of the governors of the entity; or 08 (C) receive notice of or vote on any or all issues involving the 09 internal affairs of the entity; 10 (18) "governor" means a person by or under whose authority the 11 powers of an entity are exercised and under whose direction the business and affairs of 12 the entity are managed under the organic law and organic rules of the entity; 13 (19) "interest" means 14 (A) a governance interest in an unincorporated entity; 15 (B) a transferable interest in an unincorporated entity; or 16 (C) a share or membership in a corporation; 17 (20) "interest exchange" means a transaction authorized by 18 AS 10.55.301 - 10.55.306; 19 (21) "interest holder" means a direct holder of an interest; 20 (22) "interest-holder liability" means 21 (A) personal liability for a liability of an entity that is imposed 22 on a person 23 (i) solely by reason of the status of the person as an 24 interest holder; or 25 (ii) by the organic rules of the entity under a provision 26 of the organic law authorizing the organic rules to make one or more 27 specified interest holders or categories of interest holders liable in their 28 capacity as interest holders for all or specified liabilities of the entity; 29 or 30 (B) an obligation of an interest holder under the organic rules 31 of an entity to contribute to the entity;
01 (23) "jurisdiction of organization" of an entity means the jurisdiction 02 whose law includes the organic law of the entity; 03 (24) "liability" means a debt, obligation, or any other liability arising 04 in any manner, regardless of whether it is secured or whether it is contingent; 05 (25) "merger" means a transaction in which two or more merging 06 entities are combined into a surviving entity under a filing with the department; 07 (26) "merging entity" means an entity that is a party to a merger and 08 exists immediately before the merger becomes effective; 09 (27) "nonprofit corporation" means a corporation whose internal 10 affairs are governed by AS 10.20 (Alaska Nonprofit Corporation Act); 11 (28) "organic law" means the statutes, if any, other than this chapter, 12 governing the internal affairs of an entity; 13 (29) "organic rules" means the public organic document and private 14 organic rules of an entity; 15 (30) "person" means an individual, corporation, estate, trust, 16 partnership, limited liability company, business or similar trust, association, joint 17 venture, public corporation, government or governmental subdivision, agency, or 18 instrumentality, or any other legal or commercial entity; 19 (31) "plan" means a plan of merger, interest exchange, conversion, or 20 domestication; 21 (32) "private organic rules" means the rules, whether or not in a record, 22 that govern the internal affairs of an entity, are binding on all of its interest holders, 23 and are not part of its public organic document, if any; 24 (33) "protected agreement" means 25 (A) a record evidencing indebtedness and any related 26 agreement in effect on July 1, 2013; 27 (B) an agreement that is binding on an entity on July 1, 2013; 28 (C) the organic rules of an entity in effect on July 1, 2013; or 29 (D) an agreement that is binding on any of the governors or 30 interest holders of an entity on July 1, 2013; 31 (34) "public organic document" means the public record, the filing of
01 which creates an entity, and any amendment to or restatement of that record; 02 (35) "qualified foreign entity" means a foreign entity that is authorized 03 to transact business in this state under a filing with the department; 04 (36) "record" means information that is inscribed on a tangible 05 medium or that is stored in an electronic or other medium and is retrievable in 06 perceivable form; 07 (37) "sign" means, with present intent to authenticate or adopt a 08 record, 09 (A) to execute or adopt a tangible symbol; or 10 (B) to attach to or logically associate with the record an 11 electronic sound, symbol, or process; 12 (38) "surviving entity" means the entity that continues in existence 13 after or is created by a merger; 14 (39) "transferable interest" means the right under an entity's organic 15 law to receive distributions from the entity; 16 (40) "type," with regard to an entity, means a generic form of entity 17 (A) recognized at common law; or 18 (B) organized under an organic law, whether or not some 19 entities organized under that organic law are subject to provisions of that law 20 that create different categories of the form of entity. 21 Sec. 10.55.902. Short title. This chapter may be cited as the Alaska Entity 22 Transactions Act. 23 * Sec. 12. AS 32.06.401(i) is amended to read: 24 (i) Except as provided in AS 10.55 (Alaska Entity 25 Transactions Act), a [A] person may become a partner only with the 26 consent of all the partners. 27 * Sec. 13. AS 32.06.502 is amended to read: 28 Sec. 32.06.502. Partner's transferable interest in partnership. Except as 29 provided in AS 10.55 (Alaska Entity Transactions Act), the [THE] only 30 transferable interest of a partner in the partnership is the partner's share of the profits 31 and losses of the partnership and the partner's right to receive distributions. The
01 interest of a partner, whether or not transferable, is personal property. 02 * Sec. 14. AS 32.06.702(a) is amended to read: 03 (a) For two years after a partner dissociates without the dissociation resulting 04 in a dissolution and winding up of the partnership business, the partnership, including 05 a surviving partnership under AS 32.06.905 - 32.06.908 [AS 32.06.902 - 32.06.908], 06 is bound by an act of the dissociated partner that would have bound the partnership 07 under AS 32.06.301 before dissociation only if, at the time of entering into the 08 transaction, the other party 09 (1) reasonably believed that the dissociated partner was then a partner; 10 (2) did not have notice of the partner's dissociation; and 11 (3) is not considered to have had knowledge under AS 32.06.303(e) or 12 notice under AS 32.06.704(c). 13 * Sec. 15. AS 32.06.703(b) is amended to read: 14 (b) A partner who dissociates without the dissociation resulting in a 15 dissolution and winding up of the partnership business is liable as a partner to the 16 other party in a transaction entered into by the partnership, or a surviving partnership 17 under AS 32.06.905 - 32.06.908 [AS 32.06.902 - 32.06.908], within two years after 18 the partner's dissociation only if the partner is liable for the obligation under 19 AS 32.06.306 and, at the time of entering into the transaction, the other party 20 (1) reasonably believed that the dissociated partner was then a partner; 21 (2) did not have notice of the partner's dissociation; and 22 (3) is not considered to have had knowledge under AS 32.06.303(e) or 23 notice under AS 32.06.704(c). 24 * Sec. 16. AS 32.06.905(a) is amended to read: 25 (a) Under a plan of merger approved under (c) of this section, a partnership 26 may be merged with one or more partnerships [OR LIMITED PARTNERSHIPS]. 27 * Sec. 17. AS 32.06.905(b) is amended to read: 28 (b) The plan of merger must state 29 (1) the name of each partnership [OR LIMITED PARTNERSHIP] that 30 is a party to the merger; 31 (2) the name of the surviving entity into which the other partnerships
01 [OR LIMITED PARTNERSHIPS] will merge; 02 (3) [WHETHER THE SURVIVING ENTITY IS A PARTNERSHIP 03 OR A LIMITED PARTNERSHIP AND THE STATUS OF EACH PARTNER; 04 (4)] the terms and conditions of the merger; 05 (4) [(5)] the manner and basis of converting all or part of the interests 06 of each party to the merger into interests or obligations of the surviving entity or into 07 money or other property; and 08 (5) [(6)] the street address of the surviving entity's chief executive 09 office. 10 * Sec. 18. AS 32.06.905(c) is amended to read: 11 (c) The plan of merger must be approved 12 [(1) IN THE CASE OF A PARTNERSHIP THAT IS A PARTY TO 13 THE MERGER,] by all of the partners or a number or percentage specified for merger 14 in the partnership agreement [; AND 15 (2) IN THE CASE OF A LIMITED PARTNERSHIP THAT IS A 16 PARTY TO THE MERGER, BY THE VOTE REQUIRED FOR APPROVAL OF A 17 MERGER BY THE LAW OF THE STATE OR FOREIGN JURISDICTION WHERE 18 THE LIMITED PARTNERSHIP IS ORGANIZED AND, IN THE ABSENCE OF 19 SUCH A SPECIFICALLY APPLICABLE LAW, BY ALL OF THE PARTNERS, 20 NOTWITHSTANDING A PROVISION TO THE CONTRARY IN THE 21 PARTNERSHIP AGREEMENT]. 22 * Sec. 19. AS 32.06.905 is amended by adding a new subsection to read: 23 (f) A merger in which a partnership and another form of entity are parties is 24 governed by AS 10.55 (Alaska Entity Transactions Act). 25 * Sec. 20. AS 32.06.906 is amended to read: 26 Sec. 32.06.906. Effect of merger. (a) When a merger takes effect, 27 (1) the separate existence of every partnership [OR LIMITED 28 PARTNERSHIP] that is a party to the merger, other than the surviving partnership 29 [ENTITY], ceases; 30 (2) all property owned by each of the merged partnerships [OR 31 LIMITED PARTNERSHIPS] vests in the surviving partnership [ENTITY];
01 (3) all obligations of every partnership [OR LIMITED 02 PARTNERSHIP] that is a party to the merger become the obligations of the surviving 03 partnership [ENTITY]; and 04 (4) an action or proceeding pending against a partnership [OR 05 LIMITED PARTNERSHIP] that is a party to the merger may be continued as if the 06 merger had not occurred, or the surviving partnership [ENTITY] may be substituted 07 as a party to the action or proceeding. 08 (b) The commissioner is the agent for service of process in an action or 09 proceeding against a surviving foreign partnership [OR LIMITED PARTNERSHIP] to 10 enforce an obligation of a domestic partnership [OR LIMITED PARTNERSHIP] that 11 is a party to a merger. The surviving partnership [ENTITY] shall promptly notify the 12 department of the mailing address of its chief executive office and of any change of 13 address. Upon receipt of process, the department shall mail a copy of the process to 14 the surviving foreign partnership [OR LIMITED PARTNERSHIP]. 15 (c) A partner of the surviving partnership [OR LIMITED PARTNERSHIP] is 16 liable for 17 (1) all obligations of a party to the merger for which the partner was 18 personally liable before the merger; 19 (2) all obligations of the surviving partnership [ENTITY] incurred 20 before the merger by a party to the merger and not covered by (1) of this subsection, 21 but the obligations under this paragraph may be satisfied only out of property of the 22 surviving partnership [ENTITY]; and 23 (3) except as otherwise provided in AS 32.06.306, all obligations of 24 the surviving partnership [ENTITY] incurred after the merger takes effect [, BUT 25 THE OBLIGATIONS UNDER THIS PARAGRAPH MAY BE SATISFIED ONLY 26 OUT OF PROPERTY OF THE ENTITY IF THE PARTNER IS A LIMITED 27 PARTNER]. 28 (d) If the obligations incurred before the merger by a party to the merger are 29 not satisfied out of the property of the surviving partnership [OR LIMITED 30 PARTNERSHIP], the general partners of the party to the merger immediately before 31 the effective date of the merger shall contribute the amount necessary to satisfy the
01 party's obligations to the surviving partnership [ENTITY,] in the manner provided in 02 AS 32.06.807 [, IN AS 32.11, OR IN THE LIMITED PARTNERSHIP LAW OF THE 03 JURISDICTION WHERE THE PARTY WAS FORMED, AS THE CASE MAY BE,] 04 as if the merged party were dissolved. 05 (e) As of the date the merger takes effect, a partner of a party to a merger who 06 does not become a partner of the surviving partnership [OR LIMITED 07 PARTNERSHIP] is dissociated from the entity of which that partner was a partner. A 08 [THE] surviving partnership [ENTITY SHALL CAUSE THE PARTNER'S 09 INTEREST IN THE ENTITY TO BE PURCHASED UNDER AS 32.06.701 OR 10 ANOTHER STATUTE SPECIFICALLY APPLICABLE TO THAT PARTNER'S 11 INTEREST WITH RESPECT TO A MERGER. THE SURVIVING ENTITY] is 12 bound under AS 32.06.702 by an act of a general partner dissociated under this 13 subsection, and the partner is liable under AS 32.06.703 for transactions entered into 14 by the surviving partnership [ENTITY] after the merger takes effect. 15 * Sec. 21. AS 32.06.907 is amended to read: 16 Sec. 32.06.907. Statement of merger. (a) After a merger, the surviving 17 partnership [OR LIMITED PARTNERSHIP] may file a statement that the parties to 18 the merger [ONE OR MORE PARTNERSHIPS OR LIMITED PARTNERSHIPS] 19 have merged into the surviving partnership [ENTITY]. 20 (b) A statement of merger must contain 21 (1) the name of each partnership [OR LIMITED PARTNERSHIP] that 22 is a party to the merger; 23 (2) the name of the surviving partnership [ENTITY] into which the 24 other partnerships [OR LIMITED PARTNERSHIP] are merged; and 25 (3) the street address of the surviving partnership's [ENTITY'S] chief 26 executive office and of any office in this state [; AND 27 (4) WHETHER THE SURVIVING ENTITY IS A PARTNERSHIP 28 OR A LIMITED PARTNERSHIP]. 29 (c) Except as otherwise provided in (d) of this section, in AS 32.06.302, 30 property of the surviving partnership [OR LIMITED PARTNERSHIP] that, before the 31 merger, was held in the name of another party to the merger is property held in the
01 name of the surviving partnership [ENTITY] upon filing a statement of merger. 02 (d) In AS 32.06.302, real property of the surviving partnership [OR LIMITED 03 PARTNERSHIP] that, before the merger, was held in the name of another party to the 04 merger is property held in the name of the surviving partnership [ENTITY] upon 05 recording a certified copy of the statement of merger in the office for recording 06 transfers of the real property. 07 (e) A filed and, if appropriate, recorded statement of merger, executed and 08 declared to be accurate under AS 32.06.970(c), stating the name of a partnership [OR 09 LIMITED PARTNERSHIP] that is a party to the merger in whose name property was 10 held before the merger and the name of the surviving partnership [ENTITY], but not 11 containing all of the other information required by (b) of this section, operates with 12 respect to the partnerships [OR LIMITED PARTNERSHIPS] named to the extent 13 provided in (c) and (d) of this section. 14 * Sec. 22. AS 32.06.908 is amended to read: 15 Sec. 32.06.908. Nonexclusivity. AS 32.06.905 - 32.06.907 [AS 32.06.902 - 16 32.06.908] are not exclusive. Partnerships or limited partnerships may enter into 17 mergers, interest exchanges, conversions, and domestications under AS 10.55 18 (Alaska Entity Transactions Act) [BE CONVERTED] or [MERGED] in any other 19 manner provided by law. 20 * Sec. 23. AS 32.06.995(7) is amended to read: 21 (7) "limited liability partnership" or "domestic limited liability 22 partnership" means a partnership that has filed a statement of qualification under 23 AS 32.06.911 and does not have a similar statement in effect in another jurisdiction; 24 * Sec. 24. AS 32.06.995 is amended by adding new paragraphs to read: 25 (17) "domestic partnership" means a partnership whose internal 26 relations are governed by the laws of this state; 27 (18) "foreign partnership" means a partnership other than a domestic 28 partnership; 29 (19) "surviving partnership" means a domestic or foreign partnership 30 into which one or more domestic or foreign partnerships are merged, whether or not 31 preexisting the merger or created by the merger.
01 * Sec. 25. AS 32.11.020 is amended by adding a new subsection to read: 02 (g) A certificate of limited partnership may also be amended by filing a plan 03 of merger, interest exchange, conversion, or domestication under AS 10.55 (Alaska 04 Entity Transactions Act). 05 * Sec. 26. AS 32.11.320 is amended to read: 06 Sec. 32.11.320. Nature of partnership interest. The [A PARTNERSHIP] 07 interest of a partner, whether or not transferable, is personal property. 08 * Sec. 27. AS 32.11.840(a) is amended to read: 09 (a) A limited partnership shall keep at the office referred to in 10 AS 32.11.830(a)(1) the following: 11 (1) a current list of the full name and last known business address of 12 each partner, separately identifying the general partners in alphabetical order and the 13 limited partners in alphabetical order; 14 (2) a copy of the certificate of limited partnership and all certificates of 15 amendment to it, together with executed copies of a power of attorney under which a 16 certificate has been executed; 17 (3) copies of the limited partnership's federal, state, and local income 18 tax returns and reports, if any, for the three most recent years; 19 (4) copies of a then effective written partnership agreement and of a 20 financial statement of the limited partnership for the three most recent years; [AND] 21 (5) unless contained in a written partnership agreement, a writing 22 setting out 23 (A) the amount of cash and a description and statement of the 24 agreed value of the other property or services contributed by each partner and 25 that each partner has agreed to contribute; 26 (B) the times at which or events on the happening of which 27 additional contributions agreed to be made by each partner are to be made; 28 (C) the right of a partner to receive, or of a general partner to 29 make, distributions to a partner that include a return of all or a part of the 30 partner's contribution; and 31 (D) events upon the happening of which the limited partnership
01 is to be dissolved and its affairs wound up; 02 (6) a copy of any statement of merger, interest exchange, 03 conversion, or domestication filed under AS 10.55 (Alaska Entity Transactions 04 Act). 05 * Sec. 28. AS 32.11.890 is amended to read: 06 Sec. 32.11.890. Rules for [CONVERSIONS AND OTHER] cases not 07 covered by chapter. In a case not provided for in this chapter, [INCLUDING 08 CONVERSION OF A LIMITED PARTNERSHIP TO A PARTNERSHIP,] the 09 provisions of AS 32.06 govern, except as provided by AS 10.55 (Alaska Entity 10 Transactions Act). 11 * Sec. 29. AS 32.11.900(9) is amended to read: 12 (9) "limited partnership," except when used in the phrases "foreign 13 limited partnership" and "foreign limited liability limited partnership," and 14 "domestic limited partnership" mean a partnership formed by two or more persons 15 under this chapter, or that becomes subject to this chapter [THE LAWS OF THIS 16 STATE] and having one or more general partners and one or more limited partners; 17 * Sec. 30. AS 06.26.670; AS 10.06.590; AS 10.15.450; AS 10.50.505, 10.50.570; 18 AS 32.06.902, 32.06.903, 32.06.904, 32.06.909; and AS 32.11.095 are repealed. 19 * Sec. 31. The uncodified law of the State of Alaska is amended by adding a new section to 20 read: 21 INDIRECT COURT RULE AMENDMENTS. (a) AS 10.55.603(a), added by sec. 11 22 of this Act, amends Rule 79, Alaska Rules of Civil Procedure, by directing that the process 23 service fee be allowed to a prevailing party, whether or not the fee amount exceeds the 24 amount allowed by Rule 11, Alaska Rules of Administration. 25 (b) AS 10.55.607(a), added by sec. 11 of this Act, amends Rule 602(b)(2), Alaska 26 Rules of Appellate Procedure, by establishing special venue rules for appealing the refusal of 27 the Department of Commerce, Community, and Economic Development to file a document. 28 (c) AS 10.55.607(a), added by sec. 11 of this Act, amends Rule 602(c), Alaska Rules 29 of Appellate Procedure, by requiring that certain documents be filed with a petition appealing 30 the refusal of the Department of Commerce, Community, and Economic Development to file 31 a document.
01 (d) AS 10.55.607(b), added by sec. 11 of this Act, amends Rule 605.5, Alaska Rules 02 of Appellate Procedure, by allowing the superior court to summarily order the filing, because 03 a summary order may not allow for oral argument. 04 * Sec. 32. The uncodified law of the State of Alaska is amended by adding a new section to 05 read: 06 TRANSITION: REGULATIONS. The Department of Commerce, Community, and 07 Economic Development may adopt regulations necessary to implement the changes made by 08 this Act. The regulations take effect under AS 44.62 (Administrative Procedure Act), but not 09 before July 1, 2013. 10 * Sec. 33. The uncodified law of the State of Alaska is amended by adding a new section to 11 read: 12 SAVING CLAUSE. This Act does not affect an action or proceeding begun or a right 13 accrued before July 1, 2013. 14 * Sec. 34. Section 32 of this Act takes effect immediately under AS 01.10.070(c). 15 * Sec. 35. Except as provided in sec. 34 of this Act, this Act takes effect July 1, 2013.