Enrolled HB 57: 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.
00Enrolled HB 57 01 Adopting the Alaska Entity Transactions Act; relating to changing the form of entities, 02 including corporations, partnerships, limited liability companies, business trusts, and other 03 organizations; amending Rule 79, Alaska Rules of Civil Procedure, and Rules 602(b)(2), 04 602(c), and 605.5, Alaska Rules of Appellate Procedure; and providing for an effective date. 05 _______________ 06 * Section 1. AS 10.06 is amended by adding new sections to article 8 to read: 07 Sec. 10.06.595. Application of provisions. Except as provided by 08 AS 10.55.201(c)(1)(A) and 10.55.301(d), a corporation may enter into a merger, 09 interest exchange, conversion, or domestication under AS 10.55. AS 10.06.566 and 10 10.06.568 do not apply to mergers, interest exchanges, conversions, and 11 domestications that are covered by AS 10.55. 12 Sec. 10.06.600. Definitions. In AS 10.06.530 - 10.06.590,
01 (1) "consolidation" means a consolidation authorized by AS 10.06.534 02 or 10.06.562; 03 (2) "merger" means a merger authorized by AS 10.06.530 or 04 10.06.562; 05 (3) "share exchange" means a share exchange authorized by 06 AS 10.06.538 or an exchange of shares covered by AS 10.06.562. 07 * Sec. 2. AS 10.15.455 is amended to read: 08 Sec. 10.15.455. Definitions. In AS 10.15.400 - 10.15.455 [AS 10.15.400 - 09 10.15.450], 10 (1) "new cooperative" means the new cooperative provided for in the 11 plan of consolidation; 12 (2) "surviving cooperative" means the cooperative designated in the 13 plan of merger as the surviving cooperative. 14 * Sec. 3. AS 10.20 is amended by adding a new section to article 4 to read: 15 Sec. 10.20.285. Other transactions. Under AS 10.55 (Alaska Entity 16 Transactions Act), a corporation may enter into mergers, interest exchanges, 17 conversions, and domestications that are not covered by AS 10.20.216 - 10.20.280. 18 * Sec. 4. AS 10.30 is amended by adding a new section to read: 19 Sec. 10.30.058. Other transactions. A cemetery association and a nonprofit 20 cemetery corporation may enter into mergers, interest exchanges, conversions, and 21 domestications under AS 10.55 (Alaska Entity Transactions Act). 22 * Sec. 5. AS 10.40 is amended by adding a new section to read: 23 Sec. 10.40.125. Other transactions. A corporation formed under this chapter 24 may enter into mergers, interest exchanges, conversions, and domestications under 25 AS 10.55 (Alaska Entity Transactions Act). 26 * Sec. 6. AS 10.45.240 is amended to read: 27 Sec. 10.45.240. Applicability of Alaska Corporations Code and Alaska 28 Entity Transactions Act. The Alaska Corporations Code, including the provision in 29 AS 10.06.595 that allows, with exceptions, corporations to enter into mergers, 30 interest exchanges, conversions, and domestications under AS 10.55 (Alaska 31 Entity Transactions Act), is applicable to professional corporations, and they enjoy
01 the powers and privileges and are subject to the duties, restrictions, and liabilities of 02 other corporations, except when inconsistent with this chapter. This chapter takes 03 precedence in the event of a conflict with provisions of the Alaska Corporations Code 04 or other laws. 05 * Sec. 7. AS 10.50 is amended by adding a new section to read: 06 Sec. 10.50.580. Other transactions. Under AS 10.55 (Alaska Entity 07 Transactions Act), a limited liability company may enter into mergers, interest 08 exchanges, conversions, and domestications that are not covered by AS 10.50.500 - 09 10.50.565. 10 * Sec. 8. AS 10.50.990(1) is amended to read: 11 (1) "articles of organization" means the articles of organization filed 12 under AS 10.50.070 [OR 10.50.570] and the articles as amended or restated; 13 * Sec. 9. AS 10.50.990 is amended by adding new paragraphs to read: 14 (19) "consolidation" means a consolidation authorized by 15 AS 10.50.500; 16 (20) "merger" means a merger authorized by AS 10.50.500. 17 * Sec. 10. AS 10 is amended by adding a new chapter to read: 18 Chapter 55. Alaska Entity Transactions Act. 19 Article 1. General Provisions. 20 Sec. 10.55.103. Relationship of this chapter to other laws. (a) Unless 21 displaced by particular provisions of this chapter, the principles of law and equity 22 supplement this chapter. 23 (b) Except as expressly provided in this chapter, this chapter does not 24 authorize an act prohibited by, and does not affect the application or requirements of, 25 law other than this chapter. 26 (c) A transaction accomplished under this chapter may not create or impair 27 any right or obligation of a person under a provision of the law of this state other than 28 this chapter relating to a change in control, takeover, business combination, control- 29 share acquisition, or similar transaction involving a domestic merging, acquired, 30 converting, or domesticating corporation unless, 31 (1) if the corporation does not survive the transaction, the transaction
01 satisfies any requirements of the provision; or 02 (2) if the corporation survives the transaction, the approval of the plan 03 is by a vote of the shareholders or directors that would be sufficient to create or impair 04 the right or obligation directly under the provision. 05 Sec. 10.55.104. Required notice or approval. (a) A domestic or foreign entity 06 that is required to give notice to, or obtain the approval of, a governmental agency or 07 officer in order to be a party to a merger shall give the notice or obtain the approval in 08 order to be a party to an interest exchange, conversion, or domestication. 09 (b) Property held for a charitable purpose under the law of this state by a 10 domestic or foreign entity immediately before a transaction under this chapter 11 becomes effective may not, as a result of the transaction, be diverted from the objects 12 for which it was donated, granted, or devised unless, to the extent required by or under 13 the law of this state concerning the nondiversion of charitable assets, the entity obtains 14 an appropriate order of the superior court specifying the disposition of the property. 15 Sec. 10.55.105. Status of filings. A filing under this chapter becomes part of 16 the public organic document of the entity. 17 Sec. 10.55.106. Nonexclusivity. The fact that a transaction under this chapter 18 produces a certain result does not preclude the same result from being accomplished in 19 any other manner permitted by law other than this chapter. 20 Sec. 10.55.107. Reference to external facts. A plan may refer to facts 21 ascertainable outside of the plan if the manner in which the facts will operate on the 22 plan is specified in the plan. The facts may include the occurrence of an event or a 23 determination or action by a person, whether or not the event, determination, or action 24 is within the control of a party to the transaction. 25 Sec. 10.55.108. Alternative means of approval of transactions. Except as 26 otherwise provided in the organic law or organic rules of a domestic entity, approval 27 of a transaction under this chapter by the unanimous vote or consent of its interest 28 holders satisfies the requirements of this chapter for approval of the transaction. 29 Sec. 10.55.109. Dissenters' rights. (a) An interest holder of a domestic 30 merging, acquired, converting, or domesticating entity is entitled to dissenters' rights 31 in connection with the transaction if the interest holder would have been entitled to
01 dissenters' rights under the entity's organic law in connection with a merger in which 02 the interest of the interest holder was changed, converted, or exchanged unless 03 (1) the organic law permits the organic rules to limit the availability of 04 dissenters' rights; and 05 (2) the organic rules provide the limit described in (1) of this 06 subsection. 07 (b) An interest holder of a domestic merging, acquired, converting, or 08 domesticating entity is entitled to contractual dissenters' rights in connection with a 09 transaction under this chapter to the extent provided 10 (1) in the entity's organic rules; 11 (2) in the plan; or 12 (3) in the case of a business corporation, by action of its governors. 13 (c) If an interest holder is entitled to contractual dissenters' rights under (b) of 14 this section and the entity's organic law does not provide procedures for the conduct of 15 a dissenters' rights proceeding, the interest holder is entitled to use the procedures 16 established under AS 10.06.576 as if the interest holder were a dissenting shareholder 17 of a corporation under AS 10.06. 18 Sec. 10.55.110. Excluded entities and transactions. The following entities 19 may not participate in a transaction under this chapter: 20 (1) a financial institution; in this paragraph, "financial institution" has 21 the meaning given in AS 06.01.050; 22 (2) an insurer regulated by AS 21, including a fraternal benefit society 23 regulated under AS 21.84; 24 (3) a business and industrial development corporation under AS 10.10; 25 (4) a BIDCO under AS 10.13; 26 (5) a cooperative under AS 10.15; 27 (6) a cooperative under AS 10.25 (Electric and Telephone Cooperative 28 Act); 29 (7) a public corporation; or 30 (8) a municipality. 31 Sec. 10.55.120. Names. Notwithstanding the other provisions of this chapter, if
01 a domestic entity is created under this chapter or if the name of a domestic entity is 02 changed under this chapter, the name of the domestic entity may not be a name that is 03 reserved or registered to another entity under AS 10.35 and must comply with the 04 name requirements of any organic law that applies to the domestic entity. 05 Article 2. Merger. 06 Sec. 10.55.201. Merger authorized. (a) Except as otherwise provided in 07 AS 10.55.201 - 10.55.206, by complying with AS 10.55.201 - 10.55.206, 08 (1) one or more domestic entities may merge with one or more 09 domestic or foreign entities into a domestic or foreign surviving entity; and 10 (2) two or more foreign entities may merge into a domestic entity. 11 (b) Except as otherwise provided in this section, by complying with the 12 provisions of AS 10.55.201 - 10.55.206 applicable to foreign entities, a foreign entity 13 may be a party to a merger under AS 10.55.201 - 10.55.206 or may be the surviving 14 entity in a merger if the merger is authorized by the law of the foreign entity's 15 jurisdiction of organization. 16 (c) The provisions of AS 10.55.201 - 10.55.206 do not apply to 17 (1) a merger or consolidation under 18 (A) AS 10.06.530 - 10.06.562 or 10.06.960 (Alaska 19 Corporations Code); or 20 (B) AS 10.50.500 - 10.50.565 (Alaska Revised Limited 21 Liability Company Act); or 22 (2) a merger under 23 (A) AS 10.20.216 - 10.20.280 (Alaska Nonprofit Corporation 24 Act); or 25 (B) AS 32.06.905 - 32.06.907 (Uniform Partnership Act). 26 Sec. 10.55.202. Plan of merger. (a) A domestic entity may become a party to 27 a merger under AS 10.55.201 - 10.55.206 by approving a plan of merger. The plan 28 must be in a record and contain 29 (1) as to each merging entity, the merging entity's name, jurisdiction of 30 organization, and type; 31 (2) if the surviving entity is to be created in the merger, a statement to
01 that effect and the surviving entity's name, jurisdiction of organization, and type; 02 (3) the manner of converting the interests in each party to the merger 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) if the surviving entity exists before the merger, any proposed 07 amendments to the surviving entity's public organic document or private organic rules 08 that are, or are proposed to be, in a record; 09 (5) if the surviving entity is to be created in the merger, the surviving 10 entity's proposed public organic document, if any, and the full text of the surviving 11 entity's private organic rules that are proposed to be in a record; 12 (6) the other terms and conditions of the merger; and 13 (7) any other provision required by the law of a merging entity's 14 jurisdiction of organization or the organic rules of a merging entity. 15 (b) A plan of merger may contain any other provision not prohibited by law. 16 Sec. 10.55.203. Approval of merger. (a) A plan of merger is not effective 17 unless it has been approved 18 (1) by a domestic merging entity 19 (A) in accordance with the requirements, if any, in the merging 20 entity's organic law and organic rules for approval of, 21 (i) in the case of an entity that is not a business 22 corporation, a merger; or 23 (ii) in the case of a business corporation, a merger 24 requiring approval by a vote of the interest holders of the business 25 corporation; or 26 (B) if neither the merging entity's organic law nor organic rules 27 provide for approval of a merger described in (A)(ii) of this paragraph, by all 28 of the interest holders of the entity entitled to vote on or consent to any matter; 29 and 30 (2) in a record, by each interest holder of a domestic merging entity 31 that will have interest-holder liability for liabilities that arise after the merger becomes
01 effective, unless, in the case of an entity that is not a business corporation or nonprofit 02 corporation, 03 (A) the organic rules of the entity provide in a record for the 04 approval of a merger in which some or all of the entity's interest holders 05 become subject to interest-holder liability by the vote or consent of fewer than 06 all of the interest holders; and 07 (B) the interest holder voted for or consented in a record to that 08 provision of the organic rules or became an interest holder after the adoption of 09 that provision. 10 (b) A merger involving a foreign merging entity is not effective unless it is 11 approved by the foreign entity in accordance with the law of the foreign entity's 12 jurisdiction of organization. 13 Sec. 10.55.204. Amendment or abandonment of plan of merger. (a) A plan 14 of merger of a domestic merging entity may be amended 15 (1) in the same manner as the plan was approved, if the plan does not 16 provide for the manner in which it may be amended; or 17 (2) by the governors or interest holders of the entity in the manner 18 provided in the plan; however, an interest holder that was entitled to vote on or 19 consent to approval of the merger is entitled to vote on or consent to any amendment 20 of the plan that will change 21 (A) the amount or kind of interests, securities, obligations, 22 rights to acquire interests or securities, cash, or other property, or any 23 combination of interests, securities, obligations, rights to acquire interests or 24 securities, cash, or other property, to be received by the interest holders of any 25 party to the plan; 26 (B) the public organic document or private organic rules of the 27 surviving entity that will be in effect immediately after the merger becomes 28 effective, except for changes that do not require approval of the interest holders 29 of the surviving entity under its organic law or organic rules; or 30 (C) any other terms or conditions of the plan, if the change 31 would adversely affect the interest holder in any material respect.
01 (b) After a plan of merger has been approved by a domestic merging entity 02 and before a statement of merger becomes effective, the plan may be abandoned 03 (1) as provided in the plan; or 04 (2) unless prohibited by the plan, in the same manner as the plan was 05 approved. 06 (c) If a plan of merger is abandoned after a statement of merger has been filed 07 with the department and before the filing becomes effective, a statement of 08 abandonment, signed on behalf of a merging entity, must be filed with the department 09 before the time the statement of merger becomes effective. The statement of 10 abandonment takes effect on filing, and the merger is abandoned and does not become 11 effective. The statement of abandonment must contain 12 (1) the name of each merging or surviving entity that is a domestic 13 entity or a qualified foreign entity; 14 (2) the date on which the statement of merger was filed; and 15 (3) a statement that the merger has been abandoned in accordance with 16 this section. 17 Sec. 10.55.205. Statement of merger; effective date. (a) A statement of 18 merger shall be signed on behalf of each merging entity and filed with the department. 19 (b) A statement of merger must contain 20 (1) the name, jurisdiction of organization, and type of each merging 21 entity that is not the surviving entity; 22 (2) the name, jurisdiction of organization, and type of the surviving 23 entity; 24 (3) if the statement of merger is not to be effective upon filing, the 25 later date and time on which it will become effective, which may not be more than 90 26 days after the date of filing; 27 (4) a statement that the merger was approved by each domestic 28 merging entity, if any, in accordance with AS 10.55.201 - 10.55.206 and by each 29 foreign merging entity, if any, in accordance with the law of the foreign merging 30 entity's jurisdiction of organization; 31 (5) if the surviving entity exists before the merger and is a domestic
01 filing entity, any amendment to the surviving entity's public organic document 02 approved as part of the plan of merger; 03 (6) if the surviving entity is created by the merger and is a domestic 04 filing entity, the surviving entity's public organic document, as an attachment; 05 (7) if the surviving entity is created by the merger and is a domestic 06 limited liability partnership, the surviving entity's statement of qualification, as an 07 attachment; and 08 (8) if the surviving entity is a foreign entity that is not a qualified 09 foreign entity, a mailing address to which the department may send any process served 10 on the commissioner under AS 10.55.206(e). 11 (c) In addition to the requirements of (b) of this section, a statement of merger 12 may contain any other provision not prohibited by law. 13 (d) If the surviving entity is a domestic entity, the surviving entity's public 14 organic document, if any, must satisfy the requirements of the law of this state, except 15 that it does not need to be signed and may omit any provision that is not required to be 16 included in a restatement of the public organic document. 17 (e) A plan of merger that is signed on behalf of all of the merging entities and 18 meets all of the requirements of (b) of this section may be filed with the department 19 instead of a statement of merger and, on filing, has the same effect as a statement of 20 merger. If a plan of merger is filed as provided in this subsection, references in this 21 chapter to a statement of merger refer to the plan of merger filed under this subsection. 22 (f) A statement of merger becomes effective on the date and time of filing or 23 the later date and time specified in the statement of merger under (b)(3) of this section. 24 Sec. 10.55.206. Effect of merger. (a) When a merger becomes effective, 25 (1) the surviving entity continues or comes into existence; 26 (2) each merging entity that is not the surviving entity ceases to exist; 27 (3) all property of each merging entity vests in the surviving entity 28 without assignment, reversion, or impairment; 29 (4) all liabilities of each merging entity are liabilities of the surviving 30 entity; 31 (5) except as otherwise provided by law other than this chapter or the
01 plan of merger, all of the rights, privileges, immunities, powers, and purposes of each 02 merging entity vest in the surviving entity; 03 (6) if the surviving entity exists before the merger, 04 (A) all of the surviving entity's property continues to be vested 05 in it without reversion or impairment; 06 (B) the surviving entity remains subject to all of its liabilities; 07 and 08 (C) all of the surviving entity's rights, privileges, immunities, 09 powers, and purposes continue to be vested in it; 10 (7) the name of the surviving entity may be substituted for the name of 11 any merging entity that is a party to any pending action or proceeding; 12 (8) if the surviving entity exists before the merger, 13 (A) the surviving entity's public organic document, if any, is 14 amended as provided in the statement of merger and is binding on its interest 15 holders; and 16 (B) the surviving entity's private organic rules that are to be in 17 a record, if any, are amended to the extent provided in the plan of merger and 18 are binding on and enforceable by 19 (i) the surviving entity's interest holders; and 20 (ii) in the case of a surviving entity that is not a 21 business corporation or a nonprofit corporation, any other person that is 22 a party to an agreement that is part of the surviving entity's private 23 organic rules; 24 (9) if the surviving entity is created by the merger, 25 (A) and if the surviving entity is a domestic entity, the 26 surviving entity is subject to the organic law in this state that governs the 27 internal affairs of the type of entity of the surviving entity; 28 (B) the surviving entity's public organic document, if any, is 29 effective and is binding on its interest holders; and 30 (C) the surviving entity's private organic rules are effective and 31 are binding on and enforceable by
01 (i) the surviving entity's interest holders; and 02 (ii) in the case of a surviving entity that is not a 03 business corporation or a nonprofit corporation, any other person that 04 was a party to an agreement that was part of the organic rules of a 05 merging entity if that person has agreed to be a party to an agreement 06 that is part of the surviving entity's private organic rules; and 07 (10) the interests in each merging entity that are to be converted in the 08 merger are converted, and the interest holders of those interests are entitled only to the 09 rights provided to them under the plan of merger and to any dissenters' rights they 10 have under AS 10.55.109 and the merging entity's organic law. 11 (b) Except as otherwise provided in the organic law or organic rules of a 12 merging entity, the merger does not give rise to any rights that an interest holder, 13 governor, or third party would otherwise have upon a dissolution, liquidation, or 14 winding up of the merging entity. 15 (c) When a merger becomes effective, a person that did not have interest- 16 holder liability with respect to any of the merging entities and that becomes subject to 17 interest-holder liability with respect to a domestic entity as a result of a merger 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 merger becomes effective. 20 (d) When a merger becomes effective, the interest-holder liability of a person 21 that ceases to hold an interest in a domestic merging entity with respect to which the 22 person had interest-holder liability is as follows: 23 (1) the merger does not discharge any interest-holder liability under the 24 organic law of the domestic merging entity to the extent the interest-holder liability 25 arose before the merger became effective; 26 (2) the person does not have interest-holder liability under the organic 27 law of the domestic merging entity for any liability that arises after the merger 28 becomes effective; 29 (3) the organic law of the domestic merging entity continues to apply 30 to the release, collection, or discharge of any interest-holder liability preserved under 31 (1) of this subsection as if the merger had not occurred and the surviving entity were
01 the domestic merging entity; and 02 (4) the person has whatever rights of contribution from any other 03 person as are provided by the organic law or organic rules of the domestic merging 04 entity with respect to any interest-holder liability preserved under (1) of this 05 subsection as if the merger had not occurred. 06 (e) When a merger becomes effective, a foreign entity that is the surviving 07 entity 08 (1) may be served with process in this state for the collection and 09 enforcement of any liabilities of a domestic merging entity; and 10 (2) appoints the commissioner as the foreign entity's agent for service 11 of process for collecting or enforcing those liabilities. 12 (f) When a merger becomes effective, the certificate of authority or other 13 foreign qualification of any foreign merging entity that is not the surviving entity is 14 cancelled. 15 Article 3. Interest Exchange. 16 Sec. 10.55.301. Interest exchange authorized. (a) Except as otherwise 17 provided in this section, by complying with AS 10.55.301 - 10.55.306, 18 (1) a domestic entity may acquire all of one or more classes or series of 19 interests of another domestic or foreign entity in exchange for interests, securities, 20 obligations, rights to acquire interests or securities, cash, or other property, or any 21 combination of interests, securities, obligations, rights to acquire interests or 22 securities, cash, or other property; or 23 (2) all of one or more classes or series of interests of a domestic entity 24 may be acquired by another domestic or foreign entity in exchange for interests, 25 securities, obligations, rights to acquire interests or securities, cash, or other property, 26 or any combination of interests, securities, obligations, rights to acquire interests or 27 securities, cash, or other property. 28 (b) Except as otherwise provided in this section, by complying with the 29 provisions of AS 10.55.301 - 10.55.306 applicable to foreign entities, a foreign entity 30 may be the acquiring or acquired entity in an interest exchange under AS 10.55.301 - 31 10.55.306 if the interest exchange is authorized by the law of the foreign entity's
01 jurisdiction of organization. 02 (c) Unless the provision is amended after July 1, 2014, if a protected 03 agreement contains a provision that applies to a merger of a domestic entity but does 04 not refer to an interest exchange, the provision applies to an interest exchange in 05 which the domestic entity is the acquired entity as if the interest exchange were a 06 merger. 07 (d) The provisions of AS 10.55.301 - 10.55.306 do not apply to a share 08 exchange under AS 10.06.530 - 10.06.582 or 10.06.960. In this subsection, "share 09 exchange" means a share exchange authorized by AS 10.06.538 or an exchange 10 regulated by AS 10.06.960. 11 Sec. 10.55.302. Plan of interest exchange. (a) A domestic entity may be the 12 acquired entity in an interest exchange under AS 10.55.301 - 10.55.306 by approving a 13 plan of interest exchange. The plan must be in a record and contain 14 (1) the name and type of the acquired entity; 15 (2) the name, jurisdiction of organization, and type of the acquiring 16 entity; 17 (3) the manner of converting the interests in the acquired 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) any proposed amendments to the public organic document or 22 private organic rules that are, or are proposed to be, in a record of the acquired entity; 23 (5) the other terms and conditions of the interest exchange; and 24 (6) any other provision required by the law of this state or the organic 25 rules of the acquired entity. 26 (b) A plan of interest exchange may contain any other provision not prohibited 27 by law. 28 Sec. 10.55.303. Approval of interest exchange. (a) A plan of interest 29 exchange is not effective unless it has been approved 30 (1) by a domestic acquired entity 31 (A) in accordance with the requirements, if any, in the acquired
01 entity's organic law and organic rules for approval of an interest exchange; 02 (B) except as otherwise provided in (d) of this section, if 03 neither the acquired entity's organic law nor organic rules provide for approval 04 of an interest exchange, in accordance with the requirements, if any, in the 05 acquired entity's organic law and organic rules for approval of, 06 (i) in the case of an entity that is not a business 07 corporation, a merger, as if the interest exchange were a merger; or 08 (ii) in the case of a business corporation, a merger 09 requiring approval by a vote of the interest holders of the business 10 corporation, as if the interest exchange were that type of merger; or 11 (C) if neither its organic law nor organic rules provide for 12 approval of an interest exchange or a merger described in (B)(ii) of this 13 paragraph, by all of the interest holders of the entity entitled to vote on or 14 consent to any matter; and 15 (2) in a record, by each interest holder of a domestic acquired entity 16 that will have interest-holder liability for liabilities that arise after the interest 17 exchange becomes effective, unless, in the case of an entity that is not a business 18 corporation or nonprofit corporation, 19 (A) the organic rules of the entity provide in a record for the 20 approval of an interest exchange or a merger in which some or all of the 21 entity's interest holders become subject to interest-holder liability by the vote 22 or consent of fewer than all of the interest holders; and 23 (B) the interest holder voted for or consented in a record to that 24 provision of the organic rules or became an interest holder after the adoption of 25 that provision. 26 (b) An interest exchange involving a foreign acquired entity is not effective 27 unless it is approved by the foreign entity in accordance with the law of the foreign 28 entity's jurisdiction of organization. 29 (c) Except as otherwise provided in the acquiring entity's organic law or 30 organic rules, the interest holders of the acquiring entity are not required to approve 31 the interest exchange.
01 (d) A provision of the organic law of a domestic acquired entity that would 02 permit a merger between the acquired entity and the acquiring entity to be approved 03 without the vote or consent of the interest holders of the acquired entity because of the 04 percentage of interests in the acquired entity held by the acquiring entity does not 05 apply to approval of an interest exchange under (a)(1)(B) of this section. 06 Sec. 10.55.304. Amendment or abandonment of plan of interest exchange. 07 (a) A plan of interest exchange of a domestic acquired entity may be amended 08 (1) in the same manner as the plan was approved, if the plan does not 09 provide for the manner in which it may be amended; or 10 (2) by the governors or interest holders of the entity in the manner 11 provided in the plan; however, an interest holder that was entitled to vote on or 12 consent to approval of the interest exchange is entitled to vote on or consent to any 13 amendment of the plan that will change 14 (A) the amount or kind of interests, securities, obligations, 15 rights to acquire interests or securities, cash, or other property, or any 16 combination of interests, securities, obligations, rights to acquire interests or 17 securities, cash, or other property, to be received by any of the interest holders 18 of the acquired entity under the plan; 19 (B) the public organic document or private organic rules of the 20 acquired entity that will be in effect immediately after the interest exchange 21 becomes effective, except for changes that do not require approval of the 22 interest holders of the acquired entity under its organic law or organic rules; or 23 (C) any other terms or conditions of the plan, if the change 24 would adversely affect the interest holder in any material respect. 25 (b) After a plan of interest exchange has been approved by a domestic 26 acquired entity and before a statement of interest exchange becomes effective, the plan 27 may be abandoned 28 (1) as provided in the plan; or 29 (2) unless prohibited by the plan, in the same manner as the plan was 30 approved. 31 (c) If a plan of interest exchange is abandoned after a statement of interest
01 exchange has been filed with the department and before the filing becomes effective, a 02 statement of abandonment, signed on behalf of the acquired entity, must be filed with 03 the department before the time the statement of interest exchange becomes effective. 04 The statement of abandonment takes effect on filing, and the interest exchange is 05 abandoned and does not become effective. The statement of abandonment must 06 contain 07 (1) the name of the acquired entity; 08 (2) the date on which the statement of interest exchange was filed; and 09 (3) a statement that the interest exchange has been abandoned in 10 accordance with this section. 11 Sec. 10.55.305. Statement of interest exchange; effective date. (a) A 12 statement of interest exchange shall be signed on behalf of a domestic acquired entity 13 and filed with the department. 14 (b) A statement of interest exchange must contain 15 (1) the name and type of the acquired entity; 16 (2) the name, jurisdiction of organization, and type of the acquiring 17 entity; 18 (3) if the statement of interest exchange is not to be effective upon 19 filing, the later date and time on which it will become effective, which may not be 20 more than 90 days after the date of filing; 21 (4) a statement that the plan of interest exchange was approved by the 22 acquired entity in accordance with AS 10.55.301 - 10.55.306; and 23 (5) any amendments to the acquired entity's public organic document 24 approved as part of the plan of interest exchange. 25 (c) In addition to the requirements of (b) of this section, a statement of interest 26 exchange may contain any other provision not prohibited by law. 27 (d) A plan of interest exchange that is signed on behalf of a domestic acquired 28 entity and meets all of the requirements of (b) of this section may be filed with the 29 department instead of a statement of interest exchange and, on filing, has the same 30 effect as a statement of interest exchange. If a plan of interest exchange is filed as 31 provided in this subsection, references in this chapter to a statement of interest
01 exchange refer to the plan of interest exchange filed under this subsection. 02 (e) A statement of interest exchange becomes effective on the date and time of 03 filing or the later date and time specified in the statement of interest exchange. 04 Sec. 10.55.306. Effect of interest exchange. (a) When an interest exchange 05 becomes effective, 06 (1) the interests in the acquired entity that are the subject of the interest 07 exchange cease to exist or are converted or exchanged, and the interest holders of 08 those interests are entitled only to the rights provided to them under the plan of interest 09 exchange and to any dissenters' rights they have under AS 10.55.109 and the acquired 10 entity's organic law; 11 (2) the acquiring entity becomes the interest holder of the interests in 12 the acquired entity stated in the plan of interest exchange to be acquired by the 13 acquiring entity; 14 (3) the public organic document, if any, of the acquired entity is 15 amended as provided in the statement of interest exchange and is binding on the 16 acquired entity's interest holders; and 17 (4) the private organic rules of the acquired entity that are to be in a 18 record, if any, are amended to the extent provided in the plan of interest exchange and 19 are binding on and enforceable by 20 (A) the acquired entity's interest holders; and 21 (B) in the case of an acquired entity that is not a business 22 corporation or nonprofit corporation, any other person that is a party to an 23 agreement that is part of the acquired entity's private organic rules. 24 (b) Except as otherwise provided in the organic law or organic rules of the 25 acquired entity, the interest exchange does not give rise to any rights that an interest 26 holder, governor, or third party would otherwise have upon a dissolution, liquidation, 27 or winding up of the acquired entity. 28 (c) When an interest exchange becomes effective, a person that did not have 29 interest-holder liability with respect to the acquired entity and that becomes subject to 30 interest-holder liability with respect to a domestic entity as a result of the interest 31 exchange has interest-holder liability only to the extent provided by the organic law of
01 the entity and only for those liabilities that arise after the interest exchange becomes 02 effective. 03 (d) When an interest exchange becomes effective, the interest-holder liability 04 of a person that ceases to hold an interest in a domestic acquired entity with respect to 05 which the person had interest-holder liability is as follows: 06 (1) the interest exchange does not discharge any interest-holder 07 liability under the organic law of the domestic acquired entity to the extent the 08 interest-holder liability arose before the interest exchange became effective; 09 (2) the person does not have interest-holder liability under the organic 10 law of the domestic acquired entity for any liability that arises after the interest 11 exchange becomes effective; 12 (3) the organic law of the domestic acquired entity continues to apply 13 to the release, collection, or discharge of any interest-holder liability preserved under 14 (1) of this subsection as if the interest exchange had not occurred; and 15 (4) the person has whatever rights of contribution from any other 16 person as are provided by the organic law or organic rules of the domestic acquired 17 entity with respect to any interest-holder liability preserved under (1) of this 18 subsection as if the interest exchange had not occurred. 19 Article 4. Conversion. 20 Sec. 10.55.401. Conversion authorized. (a) Except as otherwise provided in 21 this section, by complying with AS 10.55.401 - 10.55.406, a domestic entity may 22 become 23 (1) a domestic entity of a different type; or 24 (2) a foreign entity of a different type, if the conversion is authorized 25 by the law of the foreign jurisdiction. 26 (b) Except as otherwise provided in this section, by complying with the 27 provisions of AS 10.55.401 - 10.55.406 applicable to foreign entities, a foreign entity 28 may become a domestic entity of a different type if the conversion is authorized by the 29 law of the foreign entity's jurisdiction of organization. 30 (c) Unless the provision is amended after July 1, 2014, if a protected 31 agreement contains a provision that applies to a merger of a domestic entity but does
01 not refer to a conversion, the provision applies to a conversion of the entity as if the 02 conversion were a merger. 03 Sec. 10.55.402. Plan of conversion. (a) A domestic entity may convert to a 04 different type of entity under AS 10.55.401 - 10.55.406 by approving a plan of 05 conversion. The plan must be in a record and contain 06 (1) the name and type of the converting entity; 07 (2) the name, jurisdiction of organization, and type of the converted 08 entity; 09 (3) the manner of converting the interests in the converting entity into 10 interests, securities, obligations, rights to acquire interests or securities, cash, or other 11 property, or any combination of interests, securities, obligations, rights to acquire 12 interests or securities, cash, or other property; 13 (4) the proposed public organic document of the converted entity, if 14 the converted entity will be a filing entity; 15 (5) the full text of the private organic rules of the converted entity that 16 are proposed to be in a record; 17 (6) the other terms and conditions of the conversion; and 18 (7) any other provision required by the law of this state or the organic 19 rules of the converting entity. 20 (b) A plan of conversion may contain any other provision not prohibited by 21 law. 22 Sec. 10.55.403. Approval of conversion. (a) A plan of conversion is not 23 effective unless it has been approved 24 (1) by a domestic converting entity 25 (A) in accordance with the requirements, if any, in the 26 converted entity's organic rules for approval of a conversion; 27 (B) if the converted entity's organic rules do not provide for 28 approval of a conversion, in accordance with the requirements, if any, in the 29 converted entity's organic law and organic rules for approval of, 30 (i) in the case of an entity that is not a business 31 corporation, a merger, as if the conversion were a merger; or
01 (ii) in the case of a business corporation, a merger 02 requiring approval by a vote of the interest holders of the business 03 corporation, as if the conversion were that type of merger; or 04 (C) if neither its organic law nor organic rules provide for 05 approval of a conversion or a merger described in (B)(ii) of this paragraph, by 06 all of the interest holders of the entity entitled to vote on or consent to any 07 matter; and 08 (2) in a record, by each interest holder of a domestic converting entity 09 that will have interest-holder liability for liabilities that arise after the conversion 10 becomes effective, unless, in the case of an entity that is not a business or nonprofit 11 corporation, 12 (A) the organic rules of the entity provide in a record for the 13 approval of a conversion or a merger in which some or all of the entity's 14 interest holders become subject to interest-holder liability by the vote or 15 consent of fewer than all of the interest holders; and 16 (B) the interest holder voted for or consented in a record to that 17 provision of the organic rules or became an interest holder after the adoption of 18 that provision. 19 (b) A conversion of a foreign converting entity is not effective unless it is 20 approved by the foreign entity in accordance with the law of the foreign entity's 21 jurisdiction of organization. 22 Sec. 10.55.404. Amendment or abandonment of plan of conversion. (a) A 23 plan of conversion of a domestic converting entity may be amended 24 (1) in the same manner as the plan was approved, if the plan does not 25 provide for the manner in which it may be amended; or 26 (2) by the governors or interest holders of the entity in the manner 27 provided in the plan; however, an interest holder that was entitled to vote on or 28 consent to approval of the conversion is entitled to vote on or consent to any 29 amendment of the plan that will change 30 (A) the amount or kind of interests, securities, obligations, 31 rights to acquire interests or securities, cash, or other property, or any
01 combination of interests, securities, obligations, rights to aquire interests or 02 securities, cash, or other property, to be received by any of the interest holders 03 of the converting entity under the plan; 04 (B) the public organic document or private organic rules of the 05 converted entity that will be in effect immediately after the conversion 06 becomes effective, except for changes that do not require approval of the 07 interest holders of the converted entity under its organic law or organic rules; 08 or 09 (C) any other terms or conditions of the plan, if the change 10 would adversely affect the interest holder in any material respect. 11 (b) After a plan of conversion has been approved by a domestic converting 12 entity and before a statement of conversion becomes effective, the plan may be 13 abandoned 14 (1) as provided in the plan; or 15 (2) unless prohibited by the plan, in the same manner as the plan was 16 approved. 17 (c) If a plan of conversion is abandoned after a statement of conversion has 18 been filed with the department and before the filing becomes effective, a statement of 19 abandonment, signed on behalf of the entity, must be filed with the department before 20 the time the statement of conversion becomes effective. The statement of 21 abandonment takes effect on filing, and the conversion is abandoned and does not 22 become effective. The statement of abandonment must contain 23 (1) the name of the converting entity; 24 (2) the date on which the statement of conversion was filed; and 25 (3) a statement that the conversion has been abandoned in accordance 26 with this section. 27 Sec. 10.55.405. Statement of conversion; effective date. (a) A statement of 28 conversion shall be signed on behalf of the converting entity and filed with the 29 department. 30 (b) A statement of conversion must contain 31 (1) the name, jurisdiction of organization, and type of the converting
01 entity; 02 (2) the name, jurisdiction of organization, and type of the converted 03 entity; 04 (3) if the statement of conversion is not to be effective upon filing, the 05 later date and time on which it will become effective, which may not be more than 90 06 days after the date of filing; 07 (4) if the converting entity is a 08 (A) domestic entity, a statement that the plan of conversion was 09 approved in accordance with AS 10.55.401 - 10.55.406; or 10 (B) foreign entity, a statement that the conversion was 11 approved by the foreign converting entity in accordance with the law of its 12 jurisdiction of organization; 13 (5) if the converted entity is a domestic filing entity, the text of the 14 converted entity's public organic document, as an attachment; 15 (6) if the converted entity is a domestic limited liability partnership, 16 the text of the converted entity's statement of qualification, as an attachment; and 17 (7) if the converted entity is a foreign entity that is not a qualified 18 foreign entity, a mailing address to which the department may send any process served 19 on the commissioner under AS 10.55.406(e). 20 (c) In addition to the requirements of (b) of this section, a statement of 21 conversion may contain any other provision not prohibited by law. 22 (d) If the converted entity is a domestic entity, the converted entity's public 23 organic document, if any, must satisfy the requirements of the law of this state, except 24 that it does not need to be signed and may omit any provision that is not required to be 25 included in a restatement of the public organic document. 26 (e) A plan of conversion that is signed on behalf of a domestic converting 27 entity and meets all of the requirements of (b) of this section may be filed with the 28 department instead of a statement of conversion and, on filing, has the same effect as a 29 statement of conversion. If a plan of conversion is filed as provided in this subsection, 30 references in this chapter to a statement of conversion refer to the plan of conversion 31 filed under this subsection.
01 (f) A statement of conversion becomes effective on the date and time of filing 02 or the later date and time specified in the statement of conversion under (b)(3) of this 03 section. 04 Sec. 10.55.406. Effect of conversion. (a) When a conversion becomes 05 effective, 06 (1) the converted entity is 07 (A) organized under and subject to the organic law of the 08 converted entity; and 09 (B) the same entity without interruption as the converting 10 entity; 11 (2) all property of the converting entity continues to be vested in the 12 converted entity without assignment, reversion, or impairment; 13 (3) all liabilities of the converting entity continue as liabilities of the 14 converted entity; 15 (4) except as provided by law other than this chapter or the plan of 16 conversion, all of the rights, privileges, immunities, powers, and purposes of the 17 converting entity remain in the converted entity; 18 (5) the name of the converted entity may be substituted for the name of 19 the converting entity in any pending action or proceeding; 20 (6) if a converted entity is a filing entity, the converted entity's public 21 organic document is effective and is binding on its interest holders; 22 (7) if the converted entity is a limited liability partnership, the 23 converted entity's statement of qualification is effective simultaneously; 24 (8) the private organic rules of the converted entity that are to be in a 25 record, if any, approved as part of the plan of conversion are effective and are binding 26 on and enforceable by 27 (A) the converted entity's interest holders; and 28 (B) in the case of a converted entity that is not a business 29 corporation or nonprofit corporation, any other person that is a party to an 30 agreement that is part of the entity's private organic rules; and 31 (9) the interests in the converting entity are converted, and the interest
01 holders of the converting entity are entitled only to the rights provided to them under 02 the plan of conversion and to any dissenters' rights they have under AS 10.55.109 and 03 the converting entity's organic law. 04 (b) Except as otherwise provided in the organic law or organic rules of the 05 converting entity, the conversion does not give rise to any rights that an interest 06 holder, governor, or third party would otherwise have upon a dissolution, liquidation, 07 or winding up of the converting entity. 08 (c) When a conversion becomes effective, a person that did not have interest- 09 holder liability with respect to the converting entity and that becomes subject to 10 interest-holder liability with respect to a domestic entity as a result of a conversion has 11 interest-holder liability only to the extent provided by the organic law of the entity and 12 only for those liabilities that arise after the conversion becomes effective. 13 (d) When a conversion becomes effective, 14 (1) the conversion does not discharge any interest-holder liability 15 under the organic law of a domestic converting entity to the extent the interest-holder 16 liability arose before the conversion became effective; 17 (2) a person does not have interest-holder liability under the organic 18 law of a domestic converting entity for any liability that arises after the conversion 19 becomes effective; 20 (3) the organic law of a domestic converting 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 conversion had not occurred; and 23 (4) a person has whatever rights of contribution from any other person 24 as are provided by the organic law or organic rules of the domestic converting entity 25 with respect to any interest-holder liability preserved under (1) of this subsection as if 26 the conversion had not occurred. 27 (e) When a conversion becomes effective, a foreign entity that is the converted 28 entity 29 (1) may be served with process in this state for the collection and 30 enforcement of any of the foreign entity's liabilities; and 31 (2) appoints the commissioner as the foreign entity's agent for service
01 of process for collecting or enforcing those liabilities. 02 (f) If the converting entity is a qualified foreign entity, the certificate of 03 authority or other foreign qualification of the converting entity is cancelled when the 04 conversion becomes effective. 05 (g) A conversion does not require the entity to wind up its affairs and does not 06 constitute or cause the dissolution of the entity. 07 Article 5. Domestication. 08 Sec. 10.55.501. Domestication authorized. (a) Except as otherwise provided 09 in this section, by complying with AS 10.55.501 - 10.55.506, a domestic entity may 10 become a domestic entity of the same type in a foreign jurisdiction if the 11 domestication is authorized by the law of the foreign jurisdiction. 12 (b) Except as otherwise provided in this section, by complying with the 13 provisions of AS 10.55.501 - 10.55.506 applicable to foreign entities, a foreign entity 14 may become a domestic entity of the same type in this state if the domestication is 15 authorized by the law of the foreign entity's jurisdiction of organization. 16 (c) Unless the provision is amended after July 1, 2014, if a protected 17 agreement contains a provision that applies to a merger of a domestic entity but does 18 not refer to a domestication, the provision applies to a domestication of the entity as if 19 the domestication were a merger. 20 Sec. 10.55.502. Plan of domestication. (a) A domestic entity may become a 21 foreign entity in a domestication by approving a plan of domestication. The plan must 22 be in a record and contain 23 (1) the name and type of the domesticating entity; 24 (2) the name and jurisdiction of organization of the domesticated 25 entity; 26 (3) the manner of converting the interests in the domesticating entity 27 into interests, securities, obligations, rights to acquire interests or securities, cash, or 28 other property, or any combination of interests, securities, obligations, rights to 29 acquire interests or securities, cash, or other property; 30 (4) the proposed public organic document of the domesticated entity, if 31 the domesticated entity is a filing entity;
01 (5) the full text of the private organic rules of the domesticated entity 02 that are proposed to be in a record; 03 (6) the other terms and conditions of the domestication; and 04 (7) any other provision required by the law of this state or the organic 05 rules of the domesticating entity. 06 (b) A plan of domestication may contain any other provision not prohibited by 07 law. 08 Sec. 10.55.503. Approval of domestication. (a) A plan of domestication is not 09 effective unless it has been approved 10 (1) by a domestic domesticating entity 11 (A) in accordance with the requirements, if any, in the domestic 12 domesticating entity's organic rules for approval of a domestication; 13 (B) if the domestic domesticating entity's organic rules do not 14 provide for approval of a domestication, in accordance with the requirements, 15 if any, in its organic law and organic rules for approval of 16 (i) in the case of an entity that is not a business 17 corporation, a merger, as if the domestication were a merger; or 18 (ii) in the case of a business corporation, a merger 19 requiring approval by a vote of the interest holders of the business 20 corporation, as if the domestication were that type of merger; or 21 (C) if neither the domestic domesticating entity's organic law 22 nor organic rules provide for approval of a domestication or a merger 23 described in (B)(ii) of this paragraph, by all of the interest holders of the entity 24 entitled to vote on or consent to any matter; and 25 (2) in a record, by each interest holder of a domestic domesticating 26 entity that will have interest-holder liability for liabilities that arise after the 27 domestication becomes effective, unless, in the case of an entity that is not a business 28 corporation or nonprofit corporation, 29 (A) the organic rules of the entity in a record provide for the 30 approval of a domestication or merger in which some or all of the entity's 31 interest holders become subject to interest-holder liability by the vote or
01 consent of fewer than all of the interest holders; and 02 (B) the interest holder voted for or consented in a record to that 03 provision of the organic rules or became an interest holder after the adoption of 04 that provision. 05 (b) A domestication of a foreign domesticating entity is not effective unless it 06 is approved in accordance with the law of the foreign entity's jurisdiction of 07 organization. 08 Sec. 10.55.504. Amendment or abandonment of plan of domestication. (a) 09 A plan of domestication of a domestic domesticating entity may be amended 10 (1) in the same manner as the plan was approved, if the plan does not 11 provide for the manner in which it may be amended; or 12 (2) by the governors or interest holders of the entity in the manner 13 provided in the plan; however, an interest holder that was entitled to vote on or 14 consent to approval of the domestication is entitled to vote on or consent to any 15 amendment of the plan that will change 16 (A) the amount or kind of interests, securities, obligations, 17 rights to acquire interests or securities, cash, or other property, or any 18 combination of interests, securities, obligations, rights to acquire interests or 19 securities, cash, or other property, to be received by any of the interest holders 20 of the domesticating entity under the plan; 21 (B) the public organic document or private organic rules of the 22 domesticated entity that will be in effect immediately after the domestication 23 becomes effective, except for changes that do not require approval of the 24 interest holders of the domesticated entity under its organic law or organic 25 rules; or 26 (C) any other terms or conditions of the plan, if the change 27 would adversely affect the interest holder in any material respect. 28 (b) After a plan of domestication has been approved by a domestic 29 domesticating entity and before a statement of domestication becomes effective, the 30 plan may be abandoned 31 (1) as provided in the plan; or
01 (2) unless prohibited by the plan, in the same manner as the plan was 02 approved. 03 (c) If a plan of domestication is abandoned after a statement of domestication 04 has been filed with the department and before the filing becomes effective, a statement 05 of abandonment, signed on behalf of the entity, shall be filed with the department 06 before the time the statement of domestication becomes effective. The statement of 07 abandonment takes effect upon filing, and the domestication is abandoned and does 08 not become effective. The statement of abandonment must contain 09 (1) the name of the domesticating entity; 10 (2) the date on which the statement of domestication was filed; and 11 (3) a statement that the domestication has been abandoned in 12 accordance with this section. 13 Sec. 10.55.505. Statement of domestication; effective date. (a) A statement 14 of domestication shall be signed on behalf of the domesticating entity and filed with 15 the department. 16 (b) A statement of domestication must contain 17 (1) the name, jurisdiction of organization, and type of the 18 domesticating entity; 19 (2) the name and jurisdiction of organization of the domesticated 20 entity; 21 (3) if the statement of domestication is not to be effective upon filing, 22 the later date and time on which it will become effective, which may not be more than 23 90 days after the date of filing; 24 (4) if the domesticating entity is a 25 (A) domestic entity, a statement that the plan of domestication 26 was approved in accordance with AS 10.55.501 - 10.55.506; or 27 (B) foreign entity, a statement that the domestication was 28 approved in accordance with the law of its jurisdiction of organization; 29 (5) if the domesticated entity is a domestic filing entity, the 30 domesticated entity's public organic document, as an attachment; 31 (6) if the domesticated entity is a domestic limited liability partnership,
01 the domesticated entity's statement of qualification, as an attachment; and 02 (7) if the domesticated entity is a foreign entity that is not a qualified 03 foreign entity, a mailing address to which the department may send any process served 04 on the commissioner under AS 10.55.506(e). 05 (c) In addition to the requirements of (b) of this section, a statement of 06 domestication may contain any other provision not prohibited by law. 07 (d) If the domesticated entity is a domestic entity, the domesticated entity's 08 public organic document, if any, must satisfy the requirements of the law of this state, 09 except that it does not need to be signed and may omit any provision that is not 10 required to be included in a restatement of the public organic document. 11 (e) A plan of domestication that is signed on behalf of a domestic 12 domesticating entity and meets all of the requirements of (b) of this section may be 13 filed with the department instead of a statement of domestication and, on filing, has 14 the same effect as a statement of domestication. If a plan of domestication is filed as 15 provided in this subsection, references in this chapter to a statement of domestication 16 refer to the plan of domestication filed under this subsection. 17 (f) A statement of domestication becomes effective on the date and time of 18 filing or the later date and time specified in the statement of domestication. 19 Sec. 10.55.506. Effect of domestication. (a) When a domestication becomes 20 effective, 21 (1) the domesticated entity is 22 (A) organized under and subject to the organic law of the 23 domesticated entity; and 24 (B) the same entity without interruption as the domesticating 25 entity; 26 (2) all property of the domesticating entity continues to be vested in 27 the domesticated entity without assignment, reversion, or impairment; 28 (3) all liabilities of the domesticating entity continue as liabilities of 29 the domesticated entity; 30 (4) except as provided by law other than this chapter or the plan of 31 domestication, all of the rights, privileges, immunities, powers, and purposes of the
01 domesticating entity remain in the domesticated entity; 02 (5) the name of the domesticated entity may be substituted for the 03 name of the domesticating entity in any pending action or proceeding; 04 (6) if the domesticated entity is a filing entity, the domesticated entity's 05 public organic document is effective and is binding on its interest holders; 06 (7) if the domesticated entity is a limited liability partnership, the 07 domesticated entity's statement of qualification is effective simultaneously; 08 (8) the private organic rules of the domesticated entity that are to be in 09 a record, if any, approved as part of the plan of domestication are effective and are 10 binding on and enforceable by 11 (A) the domesticated entity's interest holders; and 12 (B) in the case of a domesticated entity that is not a business 13 corporation or nonprofit corporation, any other person that is a party to an 14 agreement that is part of the domesticated entity's private organic rules; and 15 (9) the interests in the domesticating entity are converted to the extent 16 and as approved in connection with the domestication, and the interest holders of the 17 domesticating entity are entitled only to the rights provided to them under the plan of 18 domestication and to any dissenters' rights they have under AS 10.55.109 and the 19 domesticating entity's organic law. 20 (b) Except as otherwise provided in the organic law or organic rules of the 21 domesticating entity, the domestication does not give rise to any rights that an interest 22 holder, governor, or third party would otherwise have upon a dissolution, liquidation, 23 or winding up of the domesticating entity. 24 (c) When a domestication becomes effective, a person that did not have 25 interest-holder liability with respect to the domesticating entity and that becomes 26 subject to interest-holder liability with respect to a domestic entity as a result of the 27 domestication has interest-holder liability only to the extent provided by the organic 28 law of the entity and only for those liabilities that arise after the domestication 29 becomes effective. 30 (d) When a domestication becomes effective, 31 (1) the domestication does not discharge any interest-holder liability
01 under the organic law of a domestic domesticating entity to the extent the interest- 02 holder liability arose before the domestication became effective; 03 (2) a person does not have interest-holder liability under the organic 04 law of a domestic domesticating entity for any liability that arises after the 05 domestication becomes effective; 06 (3) the organic law of a domestic domesticating entity continues to 07 apply to the release, collection, or discharge of any interest-holder liability preserved 08 under (1) of this subsection as if the domestication had not occurred; and 09 (4) a person has whatever rights of contribution from any other person 10 as are provided by the organic law or organic rules of a domestic domesticating entity 11 with respect to any interest-holder liability preserved under (1) of this subsection as if 12 the domestication had not occurred. 13 (e) When a domestication becomes effective, a foreign entity that is the 14 domesticated entity 15 (1) may be served with process in this state for the collection and 16 enforcement of any of the foreign entity's liabilities; and 17 (2) appoints the commissioner as the foreign entity's agent for service 18 of process for collecting or enforcing those liabilities. 19 (f) If the domesticating entity is a qualified foreign entity, the certificate of 20 authority or other foreign qualification of the domesticating entity is cancelled when 21 the domestication becomes effective. 22 (g) A domestication does not require the entity to wind up its affairs and does 23 not constitute or cause the dissolution of the entity. 24 Article 6. Filings. 25 Sec. 10.55.601. Requirements for documents. (a) To be entitled to filing by 26 the department under this chapter, a document must satisfy the following requirements 27 and the requirements of any other provision of this chapter that adds to or varies these 28 requirements: 29 (1) this chapter must require or permit filing the document with the 30 department; 31 (2) the document must contain the information required by this chapter
01 and may contain other information; 02 (3) the document must be in a record; 03 (4) the document must be in the English language; however, the name 04 of an entity need not be in English if written in English letters or Arabic or Roman 05 numerals; 06 (5) the document must be signed 07 (A) by an officer of a domestic or foreign corporation; 08 (B) by a person authorized by a domestic or foreign entity that 09 is not a corporation; or 10 (C) if the entity is in the hands of a receiver, trustee, or other 11 court-appointed fiduciary, by that fiduciary; 12 (6) the document must state the name and capacity of the person that 13 signed it; the document may contain a corporate seal, attestation, acknowledgment, or 14 verification; and 15 (7) the document must be delivered to the department for filing; 16 delivery may be made by electronic transmission if and to the extent permitted by the 17 department; if a document is filed in typewritten or printed form and not transmitted 18 electronically, the department may require one exact or conformed copy to be 19 delivered with the document. 20 (b) When a document is delivered to the department for filing, the correct 21 filing fee and any franchise tax, license fee, or penalty required to be paid for the filing 22 by this chapter or other law must be paid or provision for payment made in a manner 23 permitted by the department. 24 Sec. 10.55.602. Forms. The department may prescribe and furnish on request 25 forms for documents required or permitted to be filed by this chapter, but their use is 26 not mandatory. 27 Sec. 10.55.603. Filing, service, and copying fees. (a) The department shall 28 collect a fee each time process is served on the commissioner under this chapter. The 29 party to a proceeding causing service of process may recover this fee as costs if the 30 party prevails in the proceeding. 31 (b) The department shall collect the fees for copying and certifying the copy
01 of any document filed under this chapter for copying and for the certificate. 02 (c) The department shall collect fees when the following documents are 03 delivered for filing: 04 (1) statement of merger; 05 (2) statement of abandonment of merger; 06 (3) statement of interest exchange; 07 (4) statement of abandonment of interest exchange; 08 (5) statement of conversion; 09 (6) statement of abandonment of conversion; 10 (7) statement of domestication; 11 (8) statement of abandonment of domestication. 12 (d) The department shall establish by regulation under AS 44.62 13 (Administrative Procedure Act) the amount of the fees to be collected under this 14 section. 15 Sec. 10.55.604. Effective time and date of document. Except as provided in 16 AS 10.55.605, a document accepted for filing is effective 17 (1) at the date and time of filing, as evidenced by the means used by 18 the department for recording the date and time of filing; 19 (2) at the time specified in the document as its effective time on the 20 date it is filed; 21 (3) at a specified delayed effective time and date, if permitted by this 22 chapter; or 23 (4) if a delayed effective date but no time is specified, at the close of 24 business on the date specified. 25 Sec. 10.55.605. Correcting filed document. (a) A domestic or foreign entity 26 may correct a document filed by the department if 27 (1) the document contains an inaccuracy; 28 (2) the document was defectively signed; or 29 (3) the electronic transmission of the document to the department was 30 defective. 31 (b) A document is corrected by filing with the department a statement of
01 correction that 02 (1) describes the document to be corrected and states the filing date of 03 the document to be corrected or has attached a copy of the document; 04 (2) specifies the inaccuracy or defect to be corrected; and 05 (3) corrects the inaccuracy or defect. 06 (c) A statement of correction is effective on the effective date of the document 07 it corrects except as to persons relying on the uncorrected document and adversely 08 affected by the correction. As to those persons, a statement of correction is effective 09 when filed. 10 Sec. 10.55.606. Filing duty of department. (a) A document delivered to the 11 department for filing that satisfies the requirements of AS 10.55.601 shall be filed by 12 the department. 13 (b) The department files a document by recording it as filed on the date and 14 time of receipt. After filing a document, the department shall deliver to the domestic 15 or foreign entity or its representative a copy of the document with an acknowledgment 16 of the date and time of filing. 17 (c) If the department refuses to file a document, the department shall return the 18 document to the domestic or foreign entity or its representative within 10 days after 19 the document was delivered, together with a brief, written explanation of the reason 20 for the refusal. 21 (d) The duty of the department to file documents under this section is 22 ministerial. The filing or refusal to file a document does not 23 (1) affect the validity or invalidity of the document in whole or in part; 24 (2) relate to the correctness or incorrectness of information contained 25 in the document; or 26 (3) create a presumption that the document is valid or invalid or that 27 information contained in the document is correct or incorrect. 28 Sec. 10.55.607. Appeal from refusal to file a document. (a) If the department 29 refuses to file a document delivered for filing, the domestic or foreign entity that 30 submitted the document for filing may, within 30 days after the return of the 31 document, appeal the refusal to the superior court of the judicial district where the
01 entity's principal office, or, if the entity does not have a principal office in this state, 02 where its registered office is or will be located. The appeal is begun by petitioning the 03 court to compel filing the document and by attaching to the petition the document and 04 the explanation of the department for the refusal to file. 05 (b) The court may summarily order the department to file the document or 06 take other action the court considers appropriate. 07 (c) The court's final decision may be appealed as in other civil proceedings. 08 Sec. 10.55.608. Evidentiary effect of copy of filed document. A certificate 09 from the department, delivered with a copy of a document filed by the department, 10 conclusively establishes that the original document is on file with the department. 11 Sec. 10.55.609. Penalty for signing false document. A person who signs a 12 document the person knows is false in any material respect with intent that the 13 document be delivered to the department for filing under this chapter is guilty of a 14 class A misdemeanor. 15 Sec. 10.55.610. Interrogatories by department; judicial review. (a) The 16 department may propound to a domestic or foreign entity that is a party to a 17 transaction under this chapter interrogatories reasonably necessary and proper to 18 enable the department to ascertain whether the entity has complied with the provisions 19 of this chapter. 20 (b) Interrogatories shall be answered within 30 days or within the additional 21 time fixed by the department. Answers shall be full and complete, in writing and under 22 oath. If the interrogatories are directed to an individual, the interrogatories shall be 23 answered by that person, and, if directed to an entity, the interrogatories shall be 24 answered by the president, vice-president, secretary, or assistant secretary of the 25 corporation or, in the instance of a foreign corporation, the person or persons 26 functioning as comparable officers in accordance with the laws of the state of 27 incorporation. 28 (c) A petition stating good cause to extend the date to answer, modify, or set 29 aside the interrogatories propounded by the department or to enforce compliance with 30 AS 10.55.620 may be filed in the superior court before the expiration of the 30 days 31 fixed in this section for answer.
01 Sec. 10.55.615. Confidentiality of information disclosed by interrogatories. 02 Interrogatories and answers propounded and obtained under AS 10.55.610 are not 03 open to public inspection and the department may not disclose facts or information 04 obtained from the interrogatories except as the official duty of the department requires 05 or unless the interrogatories or the answers are required for evidence in criminal 06 proceedings or other action by the state. 07 Sec. 10.55.620. Failure or refusal to answer interrogatories. Unless 08 otherwise provided by an order of court issued in response to a petition filed under 09 AS 10.55.610, 10 (1) an entity that fails or refuses to answer truthfully and fully 11 interrogatories propounded by the department within the time prescribed by 12 AS 10.55.610(b) is guilty of a class A misdemeanor; and 13 (2) the department need not file a document to which the 14 interrogatories relate until the interrogatories are properly answered and need not file a 15 document to which the interrogatories relate if the answers disclose that the document 16 does not conform to the provisions of this chapter. 17 Sec. 10.55.625. Powers of department. The department has the power 18 reasonably necessary to perform the duties required by this chapter. 19 Article 7. Miscellaneous Provisions. 20 Sec. 10.55.701. Consistency of application. In applying and construing this 21 chapter, consideration shall be given to the need to promote consistency of the law 22 with respect to its subject matter among states that enact it. 23 Sec. 10.55.702. Relation to Electronic Signatures in Global and National 24 Commerce Act. This chapter modifies, limits, and supersedes 15 U.S.C. 7001 - 7031 25 (Electronic Signatures in Global and National Commerce Act), but does not modify, 26 limit, or supersede 15 U.S.C. 7001(c), or authorize electronic delivery of any of the 27 notices described in 15 U.S.C. 7003(b). 28 Article 8. Definitions and Title. 29 Sec. 10.55.901. Definitions. In this chapter, 30 (1) "acquired entity" means the entity, all of one or more classes or 31 series of interests in which are acquired in an interest exchange;
01 (2) "acquiring entity" means the entity that acquires all of one or more 02 classes or series of interests of the acquired entity in an interest exchange; 03 (3) "approve" means, in the case of an entity, for its governors and 04 interest holders to take whatever steps are necessary under its organic rules, organic 05 law, and other law to 06 (A) propose a transaction subject to this chapter; 07 (B) adopt and approve the terms and conditions of the 08 transaction; and 09 (C) conduct any required proceedings or otherwise obtain any 10 required votes or consents of the governors or interest holders; 11 (4) "business corporation" means a corporation whose internal affairs 12 are governed by AS 10.06; 13 (5) "commissioner" means the commissioner of commerce, 14 community, and economic development; 15 (6) "conversion" means a transaction authorized by AS 10.55.401 - 16 10.55.406; 17 (7) "converted entity" means the converting entity as it continues in 18 existence after a conversion; 19 (8) "converting entity" means the domestic entity that approves a plan 20 of conversion under AS 10.55.403 or the foreign entity that approves a conversion 21 under the law of its jurisdiction of organization; 22 (9) "department" means the Department of Commerce, Community, 23 and Economic Development; 24 (10) "domesticated entity" means the domesticating entity as it 25 continues in existence after a domestication; 26 (11) "domesticating entity" means the domestic entity that approves a 27 plan of domestication under AS 10.55.503 or the foreign entity that approves a 28 domestication under the law of its jurisdiction of organization; 29 (12) "domestication" means a transaction authorized by AS 10.55.501 30 - 10.55.506; 31 (13) "domestic entity" means an entity whose internal affairs are
01 governed by the law of this state; 02 (14) "entity" means 03 (A) a business corporation; 04 (B) a nonprofit corporation; 05 (C) a general partnership, including a limited liability 06 partnership; 07 (D) a limited partnership, including a limited liability limited 08 partnership; 09 (E) a limited liability company; 10 (F) a business trust or statutory trust entity; 11 (G) an unincorporated nonprofit association; 12 (H) a cooperative; or 13 (I) any other person that has a separate legal existence or has 14 the power to acquire an interest in real property in its own name, other than 15 (i) an individual; 16 (ii) a testamentary, inter vivos, or charitable trust, with 17 the exception of a trust that carries on a business; 18 (iii) an association or relationship that is not a 19 partnership solely by reason of AS 32.06.202(c) (Uniform Partnership 20 Act) or a similar provision of the law of any other jurisdiction; 21 (iv) a decedent's estate; or 22 (v) a government, a governmental subdivision, agency, 23 or instrumentality, or a quasi-governmental instrumentality; 24 (15) "filing entity" means an entity that is created by the filing of a 25 public organic document; 26 (16) "foreign entity" means an entity other than a domestic entity; 27 (17) "governance interest" means the right under the organic law or 28 organic rules of an entity, other than as a governor, agent, assignee, or proxy, to 29 (A) receive or demand access to information concerning, or the 30 books and records of, the entity; 31 (B) vote for the election of the governors of the entity; or
01 (C) receive notice of or vote on any or all issues involving the 02 internal affairs of the entity; 03 (18) "governor" means a person by or under whose authority the 04 powers of an entity are exercised and under whose direction the business and affairs of 05 the entity are managed under the organic law and organic rules of the entity; 06 (19) "interest" means 07 (A) a governance interest in an unincorporated entity; 08 (B) a transferable interest in an unincorporated entity; or 09 (C) a share or membership in a corporation; 10 (20) "interest exchange" means a transaction authorized by 11 AS 10.55.301 - 10.55.306; 12 (21) "interest holder" means a direct holder of an interest; 13 (22) "interest-holder liability" means 14 (A) personal liability for a liability of an entity that is imposed 15 on a person 16 (i) solely by reason of the status of the person as an 17 interest holder; or 18 (ii) by the organic rules of the entity under a provision 19 of the organic law authorizing the organic rules to make one or more 20 specified interest holders or categories of interest holders liable in their 21 capacity as interest holders for all or specified liabilities of the entity; 22 or 23 (B) an obligation of an interest holder under the organic rules 24 of an entity to contribute to the entity; 25 (23) "jurisdiction of organization" of an entity means the jurisdiction 26 whose law includes the organic law of the entity; 27 (24) "liability" means a debt, obligation, or any other liability arising 28 in any manner, regardless of whether it is secured or whether it is contingent; 29 (25) "merger" means a transaction in which two or more merging 30 entities are combined into a surviving entity under a filing with the department; 31 (26) "merging entity" means an entity that is a party to a merger and
01 exists immediately before the merger becomes effective; 02 (27) "nonprofit corporation" means a corporation whose internal 03 affairs are governed by AS 10.20 (Alaska Nonprofit Corporation Act); 04 (28) "organic law" means the statutes, if any, other than this chapter, 05 governing the internal affairs of an entity; 06 (29) "organic rules" means the public organic document and private 07 organic rules of an entity; 08 (30) "person" means an individual, corporation, estate, trust, 09 partnership, limited liability company, business or similar trust, association, joint 10 venture, public corporation, government or governmental subdivision, agency, or 11 instrumentality, or any other legal or commercial entity; 12 (31) "plan" means a plan of merger, interest exchange, conversion, or 13 domestication; 14 (32) "private organic rules" means the rules, whether or not in a record, 15 that govern the internal affairs of an entity, are binding on all of its interest holders, 16 and are not part of its public organic document, if any; 17 (33) "protected agreement" means 18 (A) a record evidencing indebtedness and any related 19 agreement in effect on July 1, 2014; 20 (B) an agreement that is binding on an entity on July 1, 2014; 21 (C) the organic rules of an entity in effect on July 1, 2014; or 22 (D) an agreement that is binding on any of the governors or 23 interest holders of an entity on July 1, 2014; 24 (34) "public organic document" means the public record, the filing of 25 which creates an entity, and any amendment to or restatement of that record; 26 (35) "qualified foreign entity" means a foreign entity that is authorized 27 to transact business in this state under a filing with the department; 28 (36) "record" means information that is inscribed on a tangible 29 medium or that is stored in an electronic or other medium and is retrievable in 30 perceivable form; 31 (37) "sign" means, with present intent to authenticate or adopt a
01 record, 02 (A) to execute or adopt a tangible symbol; or 03 (B) to attach to or logically associate with the record an 04 electronic sound, symbol, or process; 05 (38) "surviving entity" means the entity that continues in existence 06 after or is created by a merger; 07 (39) "transferable interest" means the right under an entity's organic 08 law to receive distributions from the entity; 09 (40) "type," with regard to an entity, means a generic form of entity 10 (A) recognized at common law; or 11 (B) organized under an organic law, whether or not some 12 entities organized under that organic law are subject to provisions of that law 13 that create different categories of the form of entity. 14 Sec. 10.55.902. Short title. This chapter may be cited as the Alaska Entity 15 Transactions Act. 16 * Sec. 11. AS 32.06.401(i) is amended to read: 17 (i) Except as provided in AS 10.55 (Alaska Entity Transactions Act), a [A] 18 person may become a partner only with the consent of all the partners. 19 * Sec. 12. AS 32.06.502 is amended to read: 20 Sec. 32.06.502. Partner's transferable interest in partnership. Except as 21 provided in AS 10.55 (Alaska Entity Transactions Act), the [THE] only 22 transferable interest of a partner in the partnership is the partner's share of the profits 23 and losses of the partnership and the partner's right to receive distributions. The 24 interest of a partner, whether or not transferable, is personal property. 25 * Sec. 13. AS 32.06.702(a) is amended to read: 26 (a) For two years after a partner dissociates without the dissociation resulting 27 in a dissolution and winding up of the partnership business, the partnership, including 28 a surviving partnership under AS 32.06.905 - 32.06.908 [AS 32.06.902 - 32.06.908], 29 is bound by an act of the dissociated partner that would have bound the partnership 30 under AS 32.06.301 before dissociation only if, at the time of entering into the 31 transaction, the other party
01 (1) reasonably believed that the dissociated partner was then a partner; 02 (2) did not have notice of the partner's dissociation; and 03 (3) is not considered to have had knowledge under AS 32.06.303(e) or 04 notice under AS 32.06.704(c). 05 * Sec. 14. AS 32.06.703(b) is amended to read: 06 (b) A partner who dissociates without the dissociation resulting in a 07 dissolution and winding up of the partnership business is liable as a partner to the 08 other party in a transaction entered into by the partnership, or a surviving partnership 09 under AS 32.06.905 - 32.06.908 [AS 32.06.902 - 32.06.908], within two years after 10 the partner's dissociation only if the partner is liable for the obligation under 11 AS 32.06.306 and, at the time of entering into the transaction, the other party 12 (1) reasonably believed that the dissociated partner was then a partner; 13 (2) did not have notice of the partner's dissociation; and 14 (3) is not considered to have had knowledge under AS 32.06.303(e) or 15 notice under AS 32.06.704(c). 16 * Sec. 15. AS 32.06.905(a) is amended to read: 17 (a) Under a plan of merger approved under (c) of this section, a partnership 18 may be merged with one or more partnerships [OR LIMITED PARTNERSHIPS]. 19 * Sec. 16. AS 32.06.905(b) is amended to read: 20 (b) The plan of merger must state 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 entity into which the other partnerships 24 [OR LIMITED PARTNERSHIPS] will merge; 25 (3) [WHETHER THE SURVIVING ENTITY IS A PARTNERSHIP 26 OR A LIMITED PARTNERSHIP AND THE STATUS OF EACH PARTNER; 27 (4)] the terms and conditions of the merger; 28 (4) [(5)] the manner and basis of converting all or part of the interests 29 of each party to the merger into interests or obligations of the surviving entity or into 30 money or other property; and 31 (5) [(6)] the street address of the surviving entity's chief executive
01 office. 02 * Sec. 17. AS 32.06.905(c) is amended to read: 03 (c) The plan of merger must be approved 04 [(1) IN THE CASE OF A PARTNERSHIP THAT IS A PARTY TO 05 THE MERGER,] by all of the partners or a number or percentage specified for merger 06 in the partnership agreement [; AND 07 (2) IN THE CASE OF A LIMITED PARTNERSHIP THAT IS A 08 PARTY TO THE MERGER, BY THE VOTE REQUIRED FOR APPROVAL OF A 09 MERGER BY THE LAW OF THE STATE OR FOREIGN JURISDICTION WHERE 10 THE LIMITED PARTNERSHIP IS ORGANIZED AND, IN THE ABSENCE OF 11 SUCH A SPECIFICALLY APPLICABLE LAW, BY ALL OF THE PARTNERS, 12 NOTWITHSTANDING A PROVISION TO THE CONTRARY IN THE 13 PARTNERSHIP AGREEMENT]. 14 * Sec. 18. AS 32.06.905 is amended by adding a new subsection to read: 15 (f) A merger in which a partnership and another form of entity are parties is 16 governed by AS 10.55 (Alaska Entity Transactions Act). 17 * Sec. 19. AS 32.06.906 is amended to read: 18 Sec. 32.06.906. Effect of merger. (a) When a merger takes effect, 19 (1) the separate existence of every partnership [OR LIMITED 20 PARTNERSHIP] that is a party to the merger, other than the surviving partnership 21 [ENTITY], ceases; 22 (2) all property owned by each of the merged partnerships [OR 23 LIMITED PARTNERSHIPS] vests in the surviving partnership [ENTITY]; 24 (3) all obligations of every partnership [OR LIMITED 25 PARTNERSHIP] that is a party to the merger become the obligations of the surviving 26 partnership [ENTITY]; and 27 (4) an action or proceeding pending against a partnership [OR 28 LIMITED PARTNERSHIP] that is a party to the merger may be continued as if the 29 merger had not occurred, or the surviving partnership [ENTITY] may be substituted 30 as a party to the action or proceeding. 31 (b) The commissioner is the agent for service of process in an action or
01 proceeding against a surviving foreign partnership [OR LIMITED PARTNERSHIP] to 02 enforce an obligation of a domestic partnership [OR LIMITED PARTNERSHIP] that 03 is a party to a merger. The surviving partnership [ENTITY] shall promptly notify the 04 department of the mailing address of its chief executive office and of any change of 05 address. Upon receipt of process, the department shall mail a copy of the process to 06 the surviving foreign partnership [OR LIMITED PARTNERSHIP]. 07 (c) A partner of the surviving partnership [OR LIMITED PARTNERSHIP] is 08 liable for 09 (1) all obligations of a party to the merger for which the partner was 10 personally liable before the merger; 11 (2) all obligations of the surviving partnership [ENTITY] incurred 12 before the merger by a party to the merger and not covered by (1) of this subsection, 13 but the obligations under this paragraph may be satisfied only out of property of the 14 surviving partnership [ENTITY]; and 15 (3) except as otherwise provided in AS 32.06.306, all obligations of 16 the surviving partnership [ENTITY] incurred after the merger takes effect [, BUT 17 THE OBLIGATIONS UNDER THIS PARAGRAPH MAY BE SATISFIED ONLY 18 OUT OF PROPERTY OF THE ENTITY IF THE PARTNER IS A LIMITED 19 PARTNER]. 20 (d) If the obligations incurred before the merger by a party to the merger are 21 not satisfied out of the property of the surviving partnership [OR LIMITED 22 PARTNERSHIP], the general partners of the party to the merger immediately before 23 the effective date of the merger shall contribute the amount necessary to satisfy the 24 party's obligations to the surviving partnership [ENTITY,] in the manner provided in 25 AS 32.06.807 [, IN AS 32.11, OR IN THE LIMITED PARTNERSHIP LAW OF THE 26 JURISDICTION WHERE THE PARTY WAS FORMED, AS THE CASE MAY BE,] 27 as if the merged party were dissolved. 28 (e) As of the date the merger takes effect, a partner of a party to a merger who 29 does not become a partner of the surviving partnership [OR LIMITED 30 PARTNERSHIP] is dissociated from the entity of which that partner was a partner. A 31 [THE] surviving partnership [ENTITY SHALL CAUSE THE PARTNER'S
01 INTEREST IN THE ENTITY TO BE PURCHASED UNDER AS 32.06.701 OR 02 ANOTHER STATUTE SPECIFICALLY APPLICABLE TO THAT PARTNER'S 03 INTEREST WITH RESPECT TO A MERGER. THE SURVIVING ENTITY] is 04 bound under AS 32.06.702 by an act of a general partner dissociated under this 05 subsection, and the partner is liable under AS 32.06.703 for transactions entered into 06 by the surviving partnership [ENTITY] after the merger takes effect. 07 * Sec. 20. AS 32.06.907 is amended to read: 08 Sec. 32.06.907. Statement of merger. (a) After a merger, the surviving 09 partnership [OR LIMITED PARTNERSHIP] may file a statement that the parties to 10 the merger [ONE OR MORE PARTNERSHIPS OR LIMITED PARTNERSHIPS] 11 have merged into the surviving partnership [ENTITY]. 12 (b) A statement of merger must contain 13 (1) the name of each partnership [OR LIMITED PARTNERSHIP] that 14 is a party to the merger; 15 (2) the name of the surviving partnership [ENTITY] into which the 16 other partnerships [OR LIMITED PARTNERSHIP] are merged; and 17 (3) the street address of the surviving partnership's [ENTITY'S] chief 18 executive office and of any office in this state [; AND 19 (4) WHETHER THE SURVIVING ENTITY IS A PARTNERSHIP 20 OR A LIMITED PARTNERSHIP]. 21 (c) Except as otherwise provided in (d) of this section, in AS 32.06.302, 22 property of the surviving partnership [OR LIMITED PARTNERSHIP] that, before the 23 merger, was held in the name of another party to the merger is property held in the 24 name of the surviving partnership [ENTITY] upon filing a statement of merger. 25 (d) In AS 32.06.302, real property of the surviving partnership [OR LIMITED 26 PARTNERSHIP] that, before the merger, was held in the name of another party to the 27 merger is property held in the name of the surviving partnership [ENTITY] upon 28 recording a certified copy of the statement of merger in the office for recording 29 transfers of the real property. 30 (e) A filed and, if appropriate, recorded statement of merger, executed and 31 declared to be accurate under AS 32.06.970(c), stating the name of a partnership [OR
01 LIMITED PARTNERSHIP] that is a party to the merger in whose name property was 02 held before the merger and the name of the surviving partnership [ENTITY], but not 03 containing all of the other information required by (b) of this section, operates with 04 respect to the partnerships [OR LIMITED PARTNERSHIPS] named to the extent 05 provided in (c) and (d) of this section. 06 * Sec. 21. AS 32.06.908 is amended to read: 07 Sec. 32.06.908. Nonexclusivity. AS 32.06.905 - 32.06.907 [AS 32.06.902 - 08 32.06.908] are not exclusive. Partnerships or limited partnerships may enter into 09 mergers, interest exchanges, conversions, and domestications under AS 10.55 10 (Alaska Entity Transactions Act) [BE CONVERTED] or [MERGED] in any other 11 manner provided by law. 12 * Sec. 22. AS 32.06.995(7) is amended to read: 13 (7) "limited liability partnership" or "domestic limited liability 14 partnership" means a partnership that has filed a statement of qualification under 15 AS 32.06.911 and does not have a similar statement in effect in another jurisdiction; 16 * Sec. 23. AS 32.06.995 is amended by adding new paragraphs to read: 17 (17) "domestic partnership" means a partnership whose internal 18 relations are governed by the laws of this state; 19 (18) "foreign partnership" means a partnership other than a domestic 20 partnership; 21 (19) "surviving partnership" means a domestic or foreign partnership 22 into which one or more domestic or foreign partnerships are merged, whether or not 23 preexisting the merger or created by the merger. 24 * Sec. 24. AS 32.11.020 is amended by adding a new subsection to read: 25 (g) A certificate of limited partnership may also be amended by filing a plan 26 of merger, interest exchange, conversion, or domestication under AS 10.55 (Alaska 27 Entity Transactions Act). 28 * Sec. 25. AS 32.11.320 is amended to read: 29 Sec. 32.11.320. Nature of partnership interest. The [A PARTNERSHIP] 30 interest of a partner, whether or not transferable, is personal property. 31 * Sec. 26. AS 32.11.840(a) is amended to read:
01 (a) A limited partnership shall keep at the office referred to in 02 AS 32.11.830(a)(1) the following: 03 (1) a current list of the full name and last known business address of 04 each partner, separately identifying the general partners in alphabetical order and the 05 limited partners in alphabetical order; 06 (2) a copy of the certificate of limited partnership and all certificates of 07 amendment to it, together with executed copies of a power of attorney under which a 08 certificate has been executed; 09 (3) copies of the limited partnership's federal, state, and local income 10 tax returns and reports, if any, for the three most recent years; 11 (4) copies of a then effective written partnership agreement and of a 12 financial statement of the limited partnership for the three most recent years; [AND] 13 (5) unless contained in a written partnership agreement, a writing 14 setting out 15 (A) the amount of cash and a description and statement of the 16 agreed value of the other property or services contributed by each partner and 17 that each partner has agreed to contribute; 18 (B) the times at which or events on the happening of which 19 additional contributions agreed to be made by each partner are to be made; 20 (C) the right of a partner to receive, or of a general partner to 21 make, distributions to a partner that include a return of all or a part of the 22 partner's contribution; [AND] 23 (D) events upon the happening of which the limited partnership 24 is to be dissolved and its affairs wound up; and 25 (6) a copy of any statement of merger, interest exchange, 26 conversion, or domestication filed under AS 10.55 (Alaska Entity Transactions 27 Act). 28 * Sec. 27. AS 32.11.890 is amended to read: 29 Sec. 32.11.890. Rules for [CONVERSIONS AND OTHER] cases not 30 covered by chapter. In a case not provided for in this chapter, [INCLUDING 31 CONVERSION OF A LIMITED PARTNERSHIP TO A PARTNERSHIP,] the
01 provisions of AS 32.06 govern, except as provided by AS 10.55 (Alaska Entity 02 Transactions Act). 03 * Sec. 28. AS 32.11.900(9) is amended to read: 04 (9) "limited partnership," except when used in the phrases "foreign 05 limited partnership" and "foreign limited liability limited partnership," and 06 "domestic limited partnership" mean a partnership formed by two or more persons 07 under this chapter, or that becomes subject to this chapter, [THE LAWS OF THIS 08 STATE] and having one or more general partners and one or more limited partners; 09 * Sec. 29. AS 10.06.590; AS 10.15.450; AS 10.50.505, 10.50.570; AS 32.06.902, 10 32.06.903, 32.06.904, 32.06.909; and AS 32.11.095 are repealed. 11 * Sec. 30. The uncodified law of the State of Alaska is amended by adding a new section to 12 read: 13 INDIRECT COURT RULE AMENDMENTS. (a) AS 10.55.603(a), added by sec. 10 14 of this Act, amends Rule 79, Alaska Rules of Civil Procedure, by directing that the process 15 service fee be allowed to a prevailing party, whether or not the fee amount exceeds the 16 amount allowed by Rule 11, Alaska Rules of Administration. 17 (b) AS 10.55.607(a), added by sec. 10 of this Act, amends Rule 602(b)(2), Alaska 18 Rules of Appellate Procedure, by establishing special venue rules for appealing the refusal of 19 the Department of Commerce, Community, and Economic Development to file a document. 20 (c) AS 10.55.607(a), added by sec. 10 of this Act, amends Rule 602(c), Alaska Rules 21 of Appellate Procedure, by requiring that certain documents be filed with a petition appealing 22 the refusal of the Department of Commerce, Community, and Economic Development to file 23 a document. 24 (d) AS 10.55.607(b), added by sec. 10 of this Act, amends Rule 605.5, Alaska Rules 25 of Appellate Procedure, by allowing the superior court to summarily order the filing, because 26 a summary order may not allow for oral argument. 27 * Sec. 31. The uncodified law of the State of Alaska is amended by adding a new section to 28 read: 29 TRANSITION: REGULATIONS. The Department of Commerce, Community, and 30 Economic Development may adopt regulations necessary to implement the changes made by 31 this Act. The regulations take effect under AS 44.62 (Administrative Procedure Act), but not
01 before July 1, 2014. 02 * Sec. 32. The uncodified law of the State of Alaska is amended by adding a new section to 03 read: 04 SAVING CLAUSE. This Act does not affect an action or proceeding begun or a right 05 accrued before July 1, 2014. 06 * Sec. 33. Section 31 of this Act takes effect immediately under AS 01.10.070(c). 07 * Sec. 34. Except as provided in sec. 33 of this Act, this Act takes effect July 1, 2014.