HB 499: "An Act relating to the sale, lease, exchange, or other disposition of business property and assets."
00 HOUSE BILL NO. 499 01 "An Act relating to the sale, lease, exchange, or other disposition of business property 02 and assets." 03 BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF ALASKA: 04 * Section 1. AS 10.06 is amended by adding a new section to read: 05 Sec. 10.06.569. Treatment and consequences of disposition of assets. A 06 sale, lease, exchange, or other disposition by a corporation of any, all, or substantially 07 all of the property and assets of the corporation, whether or not the disposition requires 08 the approval of the shareholders of the corporation, 09 (1) is not considered to be a merger or consolidation under 10 AS 10.06.530 - 10.06.582 or under another statute unless the corporation adopts a plan 11 of merger under AS 10.06.530 or consolidation under AS 10.06.536; and 12 (2) except as otherwise expressly provided by another statute, does not 13 make the corporation, foreign corporation, or other person that is acquiring the 14 property or assets responsible or liable, in tort or otherwise, for a liability or an
01 obligation of the disposing corporation that the acquiring corporation, foreign 02 corporation, or other person does not expressly assume. 03 * Sec. 2. AS 10.50 is amended by adding a new section to read: 04 Sec. 10.50.580. Treatment and consequences of disposition of assets. A 05 sale, lease, exchange, or other disposition of any, all, or substantially all of the 06 property of a limited liability company by the limited liability company, whether or 07 not the disposition requires the approval of the members of the company, 08 (1) is not considered to be a merger or consolidation unless the limited 09 liability company approves the disposition as part of a merger or consolidation under 10 AS 10.50.510; and 11 (2) except as otherwise expressly provided by another statute, does not 12 make the person acquiring the property or assets responsible or liable, in tort or 13 otherwise, for a liability or an obligation of the limited liability company that the 14 acquiring person does not expressly assume. 15 * Sec. 3. AS 32.05 is amended by adding a new section to article 7 to read: 16 Sec. 32.05.950. Treatment and consequences of disposition of assets. A 17 sale, lease, exchange, or other disposition of any, all, or substantially all of the 18 property and assets of a partnership, whether or not the disposition requires the 19 approval of the partners, is not considered to be a merger or consolidation, and, except 20 as otherwise expressly provided by another statute, does not make the person 21 acquiring the property or assets responsible or liable, in tort or otherwise, for a liability 22 or an obligation of the partnership that the acquiring person does not expressly 23 assume. 24 * Sec. 4. AS 32.06 is amended by adding a new section to article 8 to read: 25 Sec. 32.06.901. Treatment and consequences of disposition of assets. A 26 sale, lease, exchange, or other disposition of any, all, or substantially all of the 27 property and assets of a partnership, whether or not the disposition requires the 28 approval of the partners, 29 (1) is not considered to be a merger or conversion unless part of a 30 conversion under AS 32.06.902 or of a plan of merger under AS 32.06.905; and 31 (2) except as otherwise expressly provided by another statute, does not
01 make the person acquiring the property or assets responsible or liable, in tort or 02 otherwise, for a liability or an obligation of the partnership that the acquiring person 03 does not expressly assume. 04 * Sec. 5. AS 32.11 is amended by adding a new section to read: 05 Sec. 32.11.880. Treatment and consequences of disposition of assets. A 06 sale, lease, exchange, or other disposition of any, all, or substantially all of the 07 property and assets of a partnership, whether or not the disposition requires the 08 approval of the partners, 09 (1) is not considered to be a merger or conversion; and 10 (2) except as otherwise expressly provided by another statute, does not 11 make the person acquiring the property or assets responsible or liable, in tort or 12 otherwise, for a liability or an obligation of the partnership that the acquiring person 13 does not expressly assume. 14 * Sec. 6. AS 32.11.890 is amended to read: 15 Sec. 32.11.890. Rules for conversions and other cases not covered by 16 chapter. In a case not provided for in this chapter, including conversion of a limited 17 partnership to a partnership except as provided in AS 32.11.880, the provisions of 18 AS 32.06 govern. 19 * Sec. 7. AS 45 is amended by adding a new chapter to read: 20 Sec. 45.45.920. Treatment and consequences of disposition of assets by 21 certain businesses. A sale, lease, exchange, or other disposition of any, all, or 22 substantially all of the property and assets of a business that is not a corporation under 23 AS 10.06, a professional corporation under AS 10.45, a limited liability company 24 under AS 10.50, or a partnership under AS 32.05, AS 32.06, or AS 32.11 is not 25 considered to be a merger or consolidation of the business and does not make the 26 person acquiring the property or assets responsible or liable, in tort or otherwise, for a 27 liability or an obligation of the business that the acquiring person does not expressly 28 assume. 29 * Sec. 8. The uncodified law of the State of Alaska is amended by adding a new section to 30 read: 31 APPLICABILITY. This Act applies to the sale, lease, exchange, or other disposition
01 of property by a corporation, a limited liability company, a partnership, a limited liability 02 partnership, a limited partnership, a sole proprietorship, or other business that occurs before, 03 on, or after the effective date of this Act.