Alaska Statutes
Title 10. Corporations and Associations
Chapter 50. Alaska Revised Limited Liability Company Act

Sec. 10.50.043. Exclusive right to use of name; use of nondistinguishable name. - Organization or registration under this chapter, or registration of a...

Sec. 10.50.048. Procedure for registration of company name. - Registration of a name under AS 10.50.040 is made by...

Sec. 10.50.050. Duration of name registration. - The registration of a name under AS 10.50.040 is effective...

Sec. 10.50.053. Renewal of name registration. - (a) The registration of a name under AS 10.50.040 may...

Sec. 10.50.055. Registered office and registered agent. - A limited liability company shall continuously maintain in this state...

Sec. 10.50.060. Change of registered office or agent by company. - (a) A limited liability company may change its registered office,...

Sec. 10.50.063. Registered agent's change of office location or resignation. - (a) A registered agent of a limited liability company may...

Sec. 10.50.065. Service on company. - (a) The registered agent of a limited liability company is...

Article 3. Organization and Operating Agreement.

Sec. 10.50.070. Organizers. - One or more persons may organize a limited liability company...

Sec. 10.50.075. Contents of articles of organization. - The articles of organization of a limited liability company must...

Sec. 10.50.078. Disclosure of company activities. - The organizers delivering articles of organization under AS 10.50.070 shall...

Sec. 10.50.080. Effective date of organization. - A limited liability company is organized when the articles of...

Sec. 10.50.090. Conclusive evidence of compliance. - A copy of the articles of organization that is stamped...

Sec. 10.50.095. Operating agreement. - The members of a limited liability company may adopt an...

Article 4. Amendment and Restatement of Articles.

Sec. 10.50.100. Amendment of articles. - (a) A limited liability company may amend its articles of...

Sec. 10.50.105. Restatement of articles. - A limited liability company may restate its articles of organization...

Article 5. Management.

Sec. 10.50.110. Management generally. - (a) Except as otherwise provided in the company's articles of...

Sec. 10.50.115. Appointment, removal, and replacement of managers. - Except as otherwise provided in an operating agreement of a...

Sec. 10.50.120. Eligibility and number of managers. - Unless otherwise provided in an operating agreement of the company,...

Sec. 10.50.125. Tenure of manager. - (a) Unless otherwise provided in an operating agreement of the...

Sec. 10.50.130. Limitation of member fiduciary duty. - Unless otherwise provided in an operating agreement of the company,...

Sec. 10.50.135. Duty of care. - (a) A person who is a manager or a managing...

Sec. 10.50.140. Conflicts of interest. - (a) A contract or other transaction between a limited liability...

Sec. 10.50.145. Loans to managers, managing members, and employees. - (a) A loan may not be extended by a limited...

Sec. 10.50.148. Indemnification of managers, managing members, employees, and agents; insurance. - (a) A limited liability company may indemnify a person who...

Sec. 10.50.150. Authorization of company affairs. - (a) Unless otherwise provided in an operating agreement of the...

Article 6. Membership.

Sec. 10.50.155. Membership requirements. - (a) A person may become a member in a limited...

Sec. 10.50.160. Effective date of admission. - The effective date of the admission of a member to...

Sec. 10.50.165. Authorization for assignee to become member. - (a) Unless otherwise provided in an operating agreement of the...

Sec. 10.50.170. Rights, powers, and liabilities of assignee who becomes a member. - (a) An assignee who becomes a member has, to the...

Sec. 10.50.180. Rights of assignor when assignee becomes a member. - Unless otherwise provided in an operating agreement of the company,...

Sec. 10.50.185. Resignation of member. - (a) A member may not resign from a limited liability...

Sec. 10.50.205. Removal of member. - (a) A person's membership in a limited liability company may...

Sec. 10.50.210. Effect of death or incompetency on membership. - Unless otherwise provided in an operating agreement or by the...

Sec. 10.50.215. Termination of membership held by trust, trustee, or estate. - (a) Unless otherwise provided in an operating agreement of the...

Sec. 10.50.220. Termination on dissolution of member. - (a) Unless otherwise provided in an operating agreement of the...

Sec. 10.50.225. Other events terminating membership. - (a) Unless otherwise provided in writing in an operating agreement...

Article 7. Relationship to Third Parties.

Sec. 10.50.250. Agency power of members and managers. - (a) Except as provided in (b) and (c) of this...

Sec. 10.50.255. Admissions and representations by members and managers. - (a) Except as provided in (b) of this section, an...

Sec. 10.50.260. Limited liability company charged with knowledge of or notice to member or manager. - (a) Except as provided in (b) and (c) of this...

Sec. 10.50.265. Liability of members to third parties. - A person who is a member of a limited liability...

Article 8. Contributions.

Sec. 10.50.275. Consideration for company interests. - An interest in a limited liability company may be issued...

Sec. 10.50.280. Liability for contributions. - (a) Notwithstanding AS 09.25.010 - 09.25.020, a promise by a...

Sec. 10.50.285. Compromise of contribution obligation. - Unless otherwise provided in an operating agreement of the company,...

Article 9. Distributions.

Sec. 10.50.290. Repayment of contribution and sharing of profits and other assets. - Subject to AS 10.50.305 - 10.50.320, and unless otherwise provided...

Sec. 10.50.295. Interim distributions under operating agreement. - Subject to AS 10.50.305 - 10.50.320, if a limited liability...

Sec. 10.50.300. Interim distributions without operating agreement. - Subject to AS 10.50.305 - 10.50.320, if an operating agreement...

Sec. 10.50.305. Restrictions on distributions. - (a) A distribution may not be made by a limited...

Sec. 10.50.315. Additional restrictions in articles or agreement. - Nothing in this chapter prohibits additional restrictions upon the purchase...

Sec. 10.50.320. Liability of members receiving prohibited distributions; suit against members. - (a) A member of a limited liability company who receives...

Sec. 10.50.330. Time for interim distributions. - A member of a limited liability company is entitled to...

Sec. 10.50.340. Distribution in kind. - (a) Unless otherwise provided in an operating agreement of the...

Sec. 10.50.345. Right to distribution. - When a member of a limited liability company is entitled...

Sec. 10.50.348. Inapplicability to winding up and dissolution. - AS 10.50.290 - 10.50.340 do not apply in a proceeding...

Article 10. Ownership and Transfer of Property; Creditors.

Sec. 10.50.350. Ownership of company property. - (a) Property transferred to or otherwise acquired by a limited...

Sec. 10.50.355. Transfer of property. - (a) Except as provided in (b) of this section, a...

Sec. 10.50.360. Recovery of property. - A limited liability company may recover property transferred under AS...

Sec. 10.50.370. Nature of interest in company. - A limited liability company interest is personal property.

Sec. 10.50.375. Assignment of interest in company. - (a) A person may assign a limited liability company interest...

Sec. 10.50.380. Rights of judgment creditors. - (a) If a judgment creditor of a limited liability company...

Sec. 10.50.385. Rights of estate or legal representative of deceased or incompetent member. - If a member who is an individual dies or if...

Sec. 10.50.390. Rights of dissolved or terminated entity. - If a member who is not an individual terminates or...

Article 11. Dissolution.

Sec. 10.50.400. Dissolution. - A limited liability company is dissolved and its affairs shall...

Sec. 10.50.405. Dissolution by court. - On application by or for a member of a limited...

Sec. 10.50.408. Involuntary dissolution by commissioner. - (a) A limited liability company may be dissolved involuntarily by...

Sec. 10.50.410. Authority to wind up. - Unless otherwise provided in an operating agreement, the affairs of...

Sec. 10.50.415. Acts of winding up. - Unless otherwise provided in an operating agreement of the company,...

Sec. 10.50.420. Agency power of manager or member after dissolution. - (a) Except as provided in (b) - (d) of this...

Sec. 10.50.425. Distribution of assets. - Upon the winding up of a limited liability company, the...

Sec. 10.50.430. Articles of dissolution. - After the dissolution of a limited liability company under AS...

Sec. 10.50.435. Known claims against dissolved limited liability company. - (a) Upon dissolution, a limited liability company may dispose of...

Sec. 10.50.440. Unknown claims against dissolved limited liability company. - (a) If a limited liability company publishes a newspaper notice...

Article 12. Merger, Consolidation, and Conversion.

Sec. 10.50.500. Authority for merger or consolidation. - Unless otherwise provided in an operating agreement of the company,...

Sec. 10.50.510. Approval or abandonment of merger or consolidation. - (a) Unless otherwise provided in an operating agreement of the...

Sec. 10.50.515. Filing of articles of merger or consolidation. - The limited liability company that survives or results from a...

Sec. 10.50.520. Contents of articles of merger or consolidation. - The articles of merger or consolidation required by AS 10.50.515...

Sec. 10.50.525. Execution of articles of merger or consolidation. - Articles of merger or consolidation shall be signed by a...

Sec. 10.50.530. Equivalent to articles of dissolution. - Articles of merger or consolidation constitute articles of dissolution for...

Sec. 10.50.535. Effective date of merger or consolidation. - A merger or consolidation under AS 10.50.500 - 10.50.565 takes...

Sec. 10.50.540. Use of merger or consolidation agreement to amend or adopt operating agreement. - (a) An agreement of merger or consolidation approved under AS...

Sec. 10.50.545. General effects of merger or consolidation. - (a) When a merger or consolidation becomes effective, the limited...

Sec. 10.50.550. Effect of merger or consolidation on property of companies. - The real and personal property, the debts due, including promises...

Sec. 10.50.555. Effect of merger or consolidation on liabilities and proceedings. - (a) The surviving or resulting limited liability company in a...

Sec. 10.50.560. Rights of creditors and liens. - The rights of creditors and liens on the property of...

Sec. 10.50.565. Conversion or exchange of interests at merger or consolidation. - (a) Upon a merger or consolidation, the limited liability company...

Sec. 10.50.580. Other transactions. - Under AS 10.55 (Alaska Entity Transactions Act), a limited liability...

Sec. 10.50.590. Definition. - In AS 10.50.500 - 10.50.590, “limited liability company” means a...

Article 13. Foreign Limited Liability Companies.

Sec. 10.50.600. Governing law. - (a) Subject to the constitution of this state, the law...

Sec. 10.50.605. Registration required. - Before conducting affairs in this state, a foreign limited liability...

Sec. 10.50.610. Execution of registration application. - An application for registration filed by a foreign limited liability...

Sec. 10.50.615. Contents of registration application. - (a) An application for the registration of a foreign limited...

Sec. 10.50.620. Name. - The department may not file the application for registration of...

Sec. 10.50.623. Change of name. - If a foreign limited liability company that is registered under...

Sec. 10.50.625. Amendment of registration. - A foreign limited liability company may amend its registration by...

Sec. 10.50.630. Contents of amendment of registration. - (a) The amendment of registration filed by a foreign limited...

Sec. 10.50.635. Registered office and registered agent of foreign company. - A foreign limited liability company registered under this chapter shall...

Sec. 10.50.637. Change of registered office or registered agent of foreign company. - A foreign limited liability company registered under this chapter may...

Sec. 10.50.638. Filing and effective date of change. - If the department finds that the statement conforms to the...

Sec. 10.50.640. Service on foreign company. - The registered agent appointed by a foreign limited liability company...

Sec. 10.50.645. Service on commissioner. - When a foreign limited liability company that is registered under...

Sec. 10.50.650. Revocation of registration. - (a) The registration of a foreign limited liability company authorizing...

Sec. 10.50.653. Appeal from revocation of registration. - If the commissioner revokes the registration of a foreign limited...

Sec. 10.50.655. Authority to cancel registration. - A foreign limited liability company registered in this state may...

Sec. 10.50.660. Contents of application for cancellation. - An application for cancellation filed by a foreign limited liability...

Sec. 10.50.665. Form, manner, and execution of application for cancellation. - The application for cancellation must be in the form and...

Sec. 10.50.670. Effect of cancellation of registration. - The cancellation of a registration under this chapter does not...

Sec. 10.50.675. Conducting affairs without registration. - (a) A foreign limited liability company conducting affairs in this...

Sec. 10.50.690. Liability for fees and penalties. - A foreign limited liability company that conducts affairs in this...

Sec. 10.50.700. Civil penalty. - (a) A foreign limited liability company that conducts affairs in...

Sec. 10.50.710. Injunctive relief. - (a) Upon application to the court, if a court finds...

Sec. 10.50.715. Nonliability of member or manager. - A member or manager of a foreign limited liability company...

Sec. 10.50.720. Transactions not constituting conducting affairs. - The activities of a foreign limited liability company that are...

Article 14. Court Actions By and Against Limited Liability Companies.

Sec. 10.50.730. Actions against companies. - A court action may be brought by or against a...

Sec. 10.50.735. Authority to sue on behalf of company. - (a) Except as provided in AS 10.50.320, and unless otherwise...

Article 15. Biennial Report.

Sec. 10.50.750. Biennial report required. - A limited liability company and a foreign limited liability company...

Sec. 10.50.755. Contents of biennial report. - A biennial report must set out (1) the name of...

Sec. 10.50.760. Filing of biennial report. - (a) A biennial report required by AS 10.50.750 shall be...

Sec. 10.50.765. Filing interim notice of change of managers or managing members. - (a) In the event of a change of the manager...

Article 16. Miscellaneous Provisions.

Sec. 10.50.800. Company certificates. - An operating agreement of a limited liability company may authorize...

Sec. 10.50.810. Submission of documents to department. - When a document is required or allowed to be delivered...

Sec. 10.50.820. Filing of documents by department. - (a) If the department determines that a document filed under...

Sec. 10.50.830. Disapproval of writing by department; appeal. - If the department fails to approve articles of organization, amendment,...

Sec. 10.50.840. Execution of documents. - (a) Unless otherwise provided in this chapter, a document required...

Sec. 10.50.850. Filing and other fees. - The department shall charge fees established by the department by...

Sec. 10.50.860. Maintenance of records. - Unless otherwise provided in an operating agreement, a limited liability...

Sec. 10.50.870. Inspection of records. - (a) A limited liability company shall make its books and...

Sec. 10.50.880. Disclosure of information. - The members of a limited liability company, if the articles...

Sec. 10.50.890. Waiver of notice. - If notice is required to be given to a member...

Article 17. General Provisions.

Sec. 10.50.900. Regulations. - In addition to the regulations the department is required to...

Sec. 10.50.910. Interstate application. - A limited liability company that is organized and existing under...

Sec. 10.50.990. Definitions. - In this chapter, unless the context indicates otherwise, (1) “articles...

Sec. 10.50.995. Short title. - This chapter may be cited as the Alaska Revised Limited...

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Alaska Statutes Title 10. Corporations and Associations Chapter 50. Alaska Revised Limited Liability Company Act

Alaska Statutes
Title 10. Corporations and Associations
Chapter 50. Alaska Revised Limited Liability Company Act