Alaska Revised Limited Liability Company Act

Alaska · Corporations and Associations · §§ 10.50.010 to 10.50.995 · 147 sections

Overview

This act supplies the statutory framework for forming and operating limited liability companies, covering how a company comes into existence through articles of organization filed with the state filing office and how it maintains a distinctive name, a registered agent, and current public records through amendments, corrections, and annual reports. Internal governance is left largely to the members' operating agreement, which the act treats as the primary source of the company's rules while reserving certain provisions the agreement cannot alter. It also sets the default rules that matter to outsiders — when a member or manager can bind the company, how authority can be publicly established or disclaimed through filed statements, how process and notice are delivered, and the limited liability that shields members and managers from the company's obligations.

Editorial summary generated from the text of this act. It is not part of the statute — read the sections below for the operative language.

Sections covered

AS 10.50.010Authorized purposes
AS 10.50.015Compliance with other laws
AS 10.50.020Limited liability company name
AS 10.50.025Distinguishable name
AS 10.50.030Right to reserve name
AS 10.50.035Application to reserve company name
AS 10.50.038Transfer of reserved name
AS 10.50.040Registration of company name
AS 10.50.043Exclusive right to use of name; use of nondistinguishable name
AS 10.50.048Procedure for registration of company name
AS 10.50.050Duration of name registration
AS 10.50.053Renewal of name registration
AS 10.50.055Registered office and registered agent
AS 10.50.060Change of registered office or agent by company
AS 10.50.063Registered agent's change of office location or resignation
AS 10.50.065Service on company
AS 10.50.070Organizers
AS 10.50.075Contents of articles of organization
AS 10.50.078Disclosure of company activities
AS 10.50.080Effective date of organization
AS 10.50.085Election of duration. [Repealed, § 23 ch 78 SLA 1997.]
AS 10.50.090Conclusive evidence of compliance
AS 10.50.095Operating agreement
AS 10.50.100Amendment of articles
AS 10.50.105Restatement of articles
AS 10.50.110Management generally
AS 10.50.115Appointment, removal, and replacement of managers
AS 10.50.120Eligibility and number of managers
AS 10.50.125Tenure of manager
AS 10.50.130Limitation of member fiduciary duty
AS 10.50.135Duty of care
AS 10.50.140Conflicts of interest
AS 10.50.145Loans to managers, managing members, and employees
AS 10.50.148Indemnification of managers, managing members, employees, and agents; insurance
AS 10.50.150Authorization of company affairs
AS 10.50.155Membership requirements
AS 10.50.160Effective date of admission
AS 10.50.165Authorization for assignee to become member
AS 10.50.170Rights, powers, and liabilities of assignee who becomes a member
AS 10.50.180Rights of assignor when assignee becomes a member
AS 10.50.185Resignation of member
AS 10.50.190Withdrawal before end of term or undertaking. [Repealed, § 23 ch 78 SLA 1997.]
AS 10.50.195Remedies for wrongful withdrawal. [Repealed, § 23 ch 78 SLA 1997.]
AS 10.50.205Removal of member
AS 10.50.210Effect of death or incompetency on membership
AS 10.50.215Termination of membership held by trust, trustee, or estate
AS 10.50.220Termination on dissolution of member
AS 10.50.225Other events terminating membership
AS 10.50.240Effect of election. [Repealed, § 23 ch 78 SLA 1997.]
AS 10.50.250Agency power of members and managers
AS 10.50.255Admissions and representations by members and managers
AS 10.50.260Limited liability company charged with knowledge of or notice to member or manager
AS 10.50.265Liability of members to third parties
AS 10.50.275Consideration for company interests
AS 10.50.280Liability for contributions
AS 10.50.285Compromise of contribution obligation
AS 10.50.290Repayment of contribution and sharing of profits and other assets
AS 10.50.295Interim distributions under operating agreement
AS 10.50.300Interim distributions without operating agreement
AS 10.50.305Restrictions on distributions
AS 10.50.315Additional restrictions in articles or agreement
AS 10.50.320Liability of members receiving prohibited distributions; suit against members
AS 10.50.330Time for interim distributions
AS 10.50.335Distributions when a person ceases to be a member. [Repealed, § 23 ch 78 SLA 1997.]
AS 10.50.340Distribution in kind
AS 10.50.345Right to distribution
AS 10.50.348Inapplicability to winding up and dissolution
AS 10.50.350Ownership of company property
AS 10.50.355Transfer of property
AS 10.50.360Recovery of property
AS 10.50.370Nature of interest in company
AS 10.50.375Assignment of interest in company
AS 10.50.380Rights of judgment creditors
AS 10.50.385Rights of estate or legal representative of deceased or incompetent member
AS 10.50.390Rights of dissolved or terminated entity
AS 10.50.400Dissolution
AS 10.50.405Dissolution by court
AS 10.50.408Involuntary dissolution by commissioner
AS 10.50.410Authority to wind up
AS 10.50.415Acts of winding up
AS 10.50.420Agency power of manager or member after dissolution
AS 10.50.425Distribution of assets
AS 10.50.430Articles of dissolution
AS 10.50.435Known claims against dissolved limited liability company
AS 10.50.440Unknown claims against dissolved limited liability company
AS 10.50.500Authority for merger or consolidation
AS 10.50.505Exchange and conversion of rights and interests. [Repealed, § 29 ch 60 SLA 2013.]
AS 10.50.510Approval or abandonment of merger or consolidation
AS 10.50.515Filing of articles of merger or consolidation
AS 10.50.520Contents of articles of merger or consolidation
AS 10.50.525Execution of articles of merger or consolidation
AS 10.50.530Equivalent to articles of dissolution
AS 10.50.535Effective date of merger or consolidation
AS 10.50.540Use of merger or consolidation agreement to amend or adopt operating agreement
AS 10.50.545General effects of merger or consolidation
AS 10.50.550Effect of merger or consolidation on property of companies
AS 10.50.555Effect of merger or consolidation on liabilities and proceedings
AS 10.50.560Rights of creditors and liens
AS 10.50.565Conversion or exchange of interests at merger or consolidation
AS 10.50.570Conversion to limited liability company. [Repealed, § 29 ch 60 SLA 2013.]
AS 10.50.580Other transactions
AS 10.50.590Definition
AS 10.50.600Governing law
AS 10.50.605Registration required
AS 10.50.610Execution of registration application
AS 10.50.615Contents of registration application
AS 10.50.620Name
AS 10.50.623Change of name
AS 10.50.625Amendment of registration
AS 10.50.630Contents of amendment of registration
AS 10.50.635Registered office and registered agent of foreign company
AS 10.50.637Change of registered office or registered agent of foreign company
AS 10.50.638Filing and effective date of change
AS 10.50.640Service on foreign company
AS 10.50.645Service on commissioner
AS 10.50.650Revocation of registration
AS 10.50.653Appeal from revocation of registration
AS 10.50.655Authority to cancel registration
AS 10.50.660Contents of application for cancellation
AS 10.50.665Form, manner, and execution of application for cancellation
AS 10.50.670Effect of cancellation of registration
AS 10.50.675Conducting affairs without registration
AS 10.50.690Liability for fees and penalties
AS 10.50.700Civil penalty
AS 10.50.710Injunctive relief
AS 10.50.715Nonliability of member or manager
AS 10.50.720Transactions not constituting conducting affairs
AS 10.50.730Actions against companies
AS 10.50.735Authority to sue on behalf of company
AS 10.50.750Biennial report required
AS 10.50.755Contents of biennial report
AS 10.50.760Filing of biennial report
AS 10.50.765Filing interim notice of change of managers or managing members
AS 10.50.800Company certificates
AS 10.50.810Submission of documents to department
AS 10.50.820Filing of documents by department
AS 10.50.830Disapproval of writing by department; appeal
AS 10.50.840Execution of documents
AS 10.50.850Filing and other fees
AS 10.50.860Maintenance of records
AS 10.50.870Inspection of records
AS 10.50.880Disclosure of information
AS 10.50.890Waiver of notice
AS 10.50.900Regulations
AS 10.50.910Interstate application
AS 10.50.990Definitions
AS 10.50.995Short title

Enacted in other states

Florida, Ohio, Tennessee

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