This chapter may be cited as the Alaska Revised Limited Liability Company Act.
A limited liability company interest is personal property.
A limited liability company may be organized under this chapter for any lawful purpose.
Repealed or Renumbered
A court action may be brought by or against a limited liability company. The court action may be brought in the name of the company.
A limited liability company that is organized and existing under this chapter may conduct its affairs and exercise the powers granted by this chapter in another jurisdiction, subject to the laws of that jurisdiction.
Repealed or Renumbered
Article 07. RELATIONSHIP TO THIRD PARTIES
A limited liability company and a foreign limited liability company conducting affairs in this state shall file a biennial report within the time established by this chapter.
On application by or for a member of a limited liability company, the superior court may order the company dissolved if the court determines that it is impossible for the company to carry on the purposes of the company.
Repealed or Renumbered
A foreign limited liability company registered in this state may cancel its registration by filing an application for cancellation with the department.
Repealed or Renumbered
Unless otherwise provided in an operating agreement of the company, a manager of a limited liability company may be a person who is not an individual or a member of the company. A company may have more than one manager.
The rights of creditors and liens on the property of a limited liability company that is a party to a merger or consolidation are not impaired by the merger or consolidation.
Repealed or Renumbered
Before conducting affairs in this state, a foreign limited liability company shall register with the department. To register, the company shall deliver to the department an application for registration as a foreign limited liability company.
Articles of merger or consolidation shall be signed by a limited liability company that is a party to the merger or consolidation.
A member or manager of a foreign limited liability company is not liable for the debts and obligations of the company solely because the company conducts affairs in this state without registration.
The registered agent appointed by a foreign limited liability company registered under this chapter shall be an agent of the company upon whom process, notice, or demand required or permitted by law to be served upon the company may be served.
A foreign limited liability company may amend its registration by filing an amendment of registration with the department that is signed by a person who has the authority to sign it under the law of the state or other jurisdiction of the company's organization.
In addition to the regulations the department is required to adopt under this chapter, the department may adopt other regulations under AS 44.62 (Administrative Procedure Act) to implement this chapter.
Articles of merger or consolidation constitute articles of dissolution for a limited liability company that is not the surviving or resulting limited liability company in the merger or consolidation.
When a member of a limited liability company is entitled to receive a distribution from the company, the member is a creditor of the company with respect to the distribution, and is entitled to all remedies available to a creditor of the company.
If a member who is not an individual terminates or is dissolved, the member's legal representative or successor has the rights of an assignee of the member's interest.
Article 11. DISSOLUTION
If a foreign limited liability company that is registered under this chapter changes its name to one under which it may not register under this chapter, the registration of the company is suspended and the company may not conduct affairs in this state until it has changed its name to a name available to it under the laws of this state.
One or more persons may organize a limited liability company by signing articles of organization and delivering the signed articles to the department for filing. A person who organizes a limited liability company may be a person who is not a member of the company when the company is organized or after the company is organized.
If an activity of a limited liability company or the purpose for which a limited liability company is organized is subject to another provision of law, the company shall also comply with the other provision of law.
Article 02. NAME; REGISTERED OFFICE AND AGENT; SERVICE OF PROCESS
An interest in a limited liability company may be issued for property or services rendered. A member who has contributed property or services rendered may also contribute a promissory note or other obligation to contribute property or services.
The members of a limited liability company may adopt an operating agreement for the company and may amend and repeal the agreement. The articles of organization may restrict or eliminate the power of the members to adopt, amend, or repeal an operating agreement.
Article 04. AMENDMENT OF ARTICLES
When a document is required or allowed to be delivered to or filed with the department under this chapter, the person delivering the document shall deliver to the department the required fee, the original signed document, and an exact copy of the document.
The registration of a name under AS 10.50.040 is effective until the close of the calendar year in which the application for registration is filed.
The rights of or interests in a limited liability company that is a party to a merger or consolidation may be exchanged for or converted into cash, property, obligations, rights or interests in the surviving or resulting limited liability company.
An operating agreement of a limited liability company may authorize the company to issue a certificate as evidence of a limited liability company interest. An operating agreement may also authorize and provide for the assignment or transfer of the interest represented by the certificate.
Except as otherwise provided in an operating agreement of a limited liability company, a manager of the company may not be appointed, removed, or replaced, unless more than one-half of all of the members of the company authorize the appointment, removal, or replacement.
A limited liability company or a foreign limited liability company may register its name if the name is distinguishable on the records of the department under AS 10.50.025 .
Unless otherwise provided in an operating agreement of the company, the obligation of a member to make a contribution to a limited liability company may not be compromised, unless all of the other members consent to the compromise.
Article 09. DISTRIBUTIONS
The limited liability company that survives or results from a merger or consolidation under this chapter shall file with the department articles of merger or consolidation signed by each limited liability company that is a party to the merger or consolidation.
Unless otherwise provided in an operating agreement of the company, and subject to the law applicable to the other limited liability company, a limited liability company may merge or consolidate with or into a limited liability company or a foreign limited liability company.
The cancellation of a registration under this chapter does not terminate the authority of the commissioner to accept service of process on the foreign limited liability company with respect to causes of action arising out of the company's conduct of affairs in this state.
If the commissioner revokes the registration of a foreign limited liability company to conduct affairs in this state under this chapter, the company may appeal to the superior court. The court shall either sustain the action of the commissioner or direct the commissioner to take action the court considers proper.
If the department finds that the statement conforms to the provisions of this chapter, the department shall file the statement, and upon the filing, the change of address of the registered office, or the appointment of a new registered agent, or both, as the case may be, becomes effective.
A copy of the articles of organization that is stamped 'filed' and marked with the filing date is conclusive evidence that the organizers of the limited liability company have complied with all conditions precedent required to be performed by the organizers and that the company has been organized under this chapter.
Unless otherwise provided in an operating agreement of the company, if a person is a member of a limited liability company that is managed by a manager and if the person is not a manager, the person does not have the fiduciary duty of a manager to the company or to the other members of the company when the person acts solely in the capacity of a member.
A limited liability company is organized when the articles of organization for the company that conform to the filing requirements of this chapter are delivered to the department for filing under AS 10.50.820.
If notice is required to be given to a member or manager of a limited liability company under the provisions of this chapter or under the provisions of the articles of organization or an operating agreement of the company, a waiver of the notice in writing signed by the person entitled to notice, whether before or after the time stated for notice, is equivalent to the giving of notice.
Article 17. GENERAL PROVISIONS
The holder of a name reserved under AS 10.50.030 may transfer the right to the exclusive use of the name to another person by filing a notice of transfer with the department, signed by the holder of the name, and specifying the name and address of the transferee.
An application for registration filed by a foreign limited liability company under AS 10.50.605 shall be signed by a person who is authorized by the law of the state or other jurisdiction where the company was organized to sign the application.
Unless otherwise provided in an operating agreement of the company, when an assignee of a member's limited liability company interest becomes a member of the company with respect to the assignor's entire interest, the assignor ceases to be a member or to have the power to exercise the rights of a member.
In AS 10.50.500 - 10.50.590, 'limited liability company' means a limited liability company organized under this chapter or a foreign limited liability company.
Article 13. FOREIGN LIMITED LIABILITY COMPANIES
Nothing in this chapter prohibits additional restrictions upon the purchase or redemption of a company's own limited liability company interests by provision in the articles of organization or operating agreement of the limited liability company or in another agreement entered into by the company.
Unless otherwise provided in an operating agreement or by the written consent of all of the members at the time, the membership of a member of a limited liability company who is an individual terminates if the member dies, or if a court of competent jurisdiction enters an order adjudicating the member incompetent to manage the member's person or property.
The real and personal property, the debts due, including promises to make capital contributions, other choses in action, and the other interests of the limited liability companies that are parties to a merger or consolidation belong to the surviving or resulting limited liability company without further action by the companies.
(a) Subject to the constitution of this state, the law of the state or other jurisdiction under which a foreign limited liability company is organized governs the organization and internal affairs of the company.
(b) The department may not deny registration to a foreign limited liability company because of differences between the law of this state and the law of the state or other jurisdiction under which the foreign limited liability company is organized.
The name of a limited liability company must be distinguishable on the records of the department from the name of any other organized entity and from a reserved or registered name. The department may adopt regulations to implement this section. In this section, 'organized entity' and 'reserved or registered name' have the meanings given in AS 10.35.040.
(a) A foreign limited liability company that conducts affairs in this state without registration is subject to a civil penalty payable to the state not to exceed $10,000 for each calendar year, including a partial year, the company conducts affairs in this state without being registered under this chapter.
(b) The civil penalty imposed in (a) of this section may be recovered in an action brought in the superior court by the attorney general.
The effective date of the admission of a member to a limited liability company is the later of the date
(1) when the company is organized;
(2) established in an operating agreement of the company; or
(3) when the person's admission is reflected in the records of the company if an operating agreement of the company does not establish an effective date.
The members of a limited liability company, if the articles of organization do not provide that the company is managed by a manager, or the manager of the company, if the articles of organization provide that the company is managed by a manager, shall provide, to the extent just and reasonable under the circumstances, true and full information of all matters that affect the members of a company to a member or to the legal representative of a deceased member or a member under a legal disability.
A limited liability company shall continuously maintain in this state a registered agent and a registered office. The registered office may be the same as the office of the company. The registered agent may be either an individual resident of this state whose business office is the same as the registered office, or a domestic or foreign corporation authorized to transact business in this state whose business office is the same as the registered office.
If a member who is an individual dies or if a court of competent jurisdiction determines the member to be incompetent to manage the member's person or property, the member's executor, administrator, guardian, conservator, or other legal representative has the rights of an assignee of the member's interest, if the member's interest has not been terminated.
A foreign limited liability company that conducts affairs in this state without registration is liable to the department for the following fees and penalties for the full or partial years when it conducts affairs in this state without registration:
(1) the fees that would have been imposed by this chapter on the company if the company had been registered under this chapter; or
(2) the penalties imposed by this chapter.
(a) Property transferred to or otherwise acquired by a limited liability company is the property of the company and is not the property of the members individually.
(b) A limited liability company shall acquire, hold, and convey property, including real property, in the name of the company. If a limited liability company acquires an interest in property, the company holds the title to the interest and not the members individually.
AS 10.50.290 - 10.50.340 do not apply in a proceeding for winding up and dissolution of a limited liability company.
Article 10. OWNERSHIP AND TRANSFER OF PROPERTY; CREDITORS
The organizers delivering articles of organization under AS 10.50.070 shall deliver with the articles a separate statement of the codes from the identification codes established under AS 10.06.870 that most closely describe the activities in which the company will initially engage.
A person who is a member of a limited liability company or a foreign limited liability company is not liable, solely by reason of being a member, under a judgment, decree, or order of a court, or in another manner, for a liability of the company to a third party, whether the liability arises in contract, tort, or another form, or for the acts or omissions of another member, manager, agent, or employee of the company to a third party.
Article 08. CONTRIBUTIONS
A limited liability company is dissolved and its affairs shall be wound up when the first of the following occurs:
(1) at the time or on the happening of events specified for dissolution in an operating agreement of the company;
(2) all of the members of the company consent in writing; or
(3) the superior court enters a decree for judicial dissolution of the company under AS 10.50.405 .
A merger or consolidation under AS 10.50.500 - 10.50.565 takes effect upon the later of the effective date of the filing of the articles of merger or consolidation or an effective date stated in the articles of merger or consolidation.
If the department fails to approve articles of organization, amendment, merger, consolidation, or dissolution, or any other document required by this chapter to be approved by the department, the department shall, within 10 days after the delivery of the document to the department, give written notice of disapproval to the person, limited liability company, or foreign limited liability company, delivering the document, and specifying the reasons for disapproval. The person or company may appeal the disapproval to the superior court.
(a) Upon a merger or consolidation, the limited liability company interests that are to be converted or exchanged into interests, cash, obligations, or other property under the terms of a merger or consolidation agreement are converted as provided by the merger or consolidation agreement.
(b) Upon a merger or consolidation, the former holders of interests converted under (a) of this section have the rights provided in the merger or consolidation agreement or otherwise provided by law.
Unless otherwise provided in an operating agreement of the company, a person winding up the affairs of a limited liability company may, in the name of, and for and on behalf of, the company,
(1) prosecute and defend court actions;
(2) settle and close the affairs of the company;
(3) dispose of and transfer the property of the company;
(4) discharge the liabilities of the company; and
(5) distribute to the members the assets of the company.
A limited liability company may restate its articles of organization at any time. The company shall file its restated articles with the department. The restated articles of organization must be specifically designated as restated articles in the title to the restated articles and must state, either in the title or in an introductory paragraph, the
(1) company's present and, if the name is changed, all of the company's former names; and
(2) date of the filing of the company's original articles of organization.
Article 05. MANAGEMENT
The exclusive right to use a name may be reserved by a
(1) person intending to organize a limited liability company and to adopt the name;
(2) person intending to organize a foreign limited liability company and to register under this chapter;
(3) limited liability company, or a foreign limited liability company registered under this chapter, that intends to change its name; or
(4) foreign limited liability company that intends to register under this chapter and to adopt the name.
Reservation of a name under AS 10.50.030 is made by filing an application with the department. If the department finds that the name is available for use by a limited liability company and is distinguishable on the records of the department under AS 10.50.025 , the department shall reserve it for the exclusive use of the applicant for a period of 120 days.
(a) Unless otherwise provided in an operating agreement of the company, an assignee of a limited liability company interest may not become a member unless all other members consent.
(b) An operating agreement of the company may specify the manner for evidencing the consent required by (a) of this section. If an operating agreement does not specify the manner for evidencing the consent, the consent is evidenced by a written instrument that is dated and signed by the members.
Subject to AS 10.50.305 - 10.50.320, if an operating agreement of the company does not provide for the interim distribution of the assets of the company, when a limited liability company makes an interim distribution of its assets, the interim distributions to each member of the company shall be equal.
The application for cancellation must be in the form and manner designated by the department and shall be signed on behalf of the foreign limited liability company by
(1) a person with authority to sign the application under the law of the state or other jurisdiction of its organization; or
(2) if the company is controlled by a receiver, trustee, or other court-appointed fiduciary, by the receiver, trustee, or other fiduciary.
When a foreign limited liability company that is registered under this chapter, or that conducts affairs in this state without being registered under this chapter, fails to appoint or maintain a registered agent in this state, when a registered agent cannot with reasonable diligence be found at the registered office, or when the registration of a foreign company is suspended or revoked, the commissioner is an agent upon whom process, notice, or demand may be served. Service is made upon the commissioner as provided in AS 10.50.065(b).
(a) Upon application to the court, if a court finds that a foreign limited liability company has conducted affairs in this state in violation of this chapter, the court may issue, in addition to imposing a civil penalty, an injunction restraining the company from conducting further affairs in this state and from further exercising the company's rights and privileges in this state.
(b) An injunction issued under (a) of this section may continue until the civil penalties, interest, and court costs assessed by the court have been paid and until the foreign limited liability company otherwise complies with this chapter.
(a) The amendment of registration filed by a foreign limited liability company must state the
(1) name of the company;
(2) date the original application for registration was filed; and
(3) amendment.
(b) The application for registration may be amended in any way if the application for registration as amended contains only provisions that this chapter allows to be contained in an application for registration at the time of amendment.
(a) Except as provided in (b) of this section, a limited liability company may transfer the property of the company if the company uses an instrument of transfer signed by a member of the company in the name of the company.
(b) If the company is managed by a manager,
(1) title to limited liability company property may be transferred by an instrument of transfer signed by a manager of the company in the name of the company; and
(2) a member, solely by reason of being a member, does not have the authority to transfer the property of the company.
Organization or registration under this chapter, or registration of a name under this chapter, gives the person who has organized or registered under this chapter, or registered a name under this chapter, exclusive right to the use of the name. The person may enjoin the use of a name that is not distinguishable from the name to which the person has the exclusive right and the person has a cause of action for damages against a person who uses a name that is not distinguishable from the name to which the person has the exclusive right.
(a) Except as otherwise provided in the company's articles of organization, the members of a limited liability company manage the affairs and make the decisions of the company. Management by the members is subject to a provision in an operating agreement or this chapter limiting or increasing the management rights and duties of the members, including limits or increases placed on a class of members or an individual member.
(b) If a limited liability company is managed by a manager, the manager has the exclusive power to manage the affairs of the company to the extent authorized by the operating agreement.
(a) A limited liability company may amend its articles of organization in any respect if the articles as amended contain only the provisions that are required or permitted by this chapter to be included in the original articles of organization at the time of the amendment.
(b) A limited liability company may amend its articles of organization by filing articles of amendment with the department. The articles of amendment must state the
(1) name of the company;
(2) date the articles of organization were filed; and
(3) amendment adopted by the company.
A limited liability company may recover property transferred under AS 10.50.355 if the company proves that the execution of the instrument of transfer did not bind the company under AS 10.50.250 , unless the property has been transferred by the initial transferee, or by a person claiming through the initial transferee, to a subsequent transferee who gives value without having notice that the person who signed the instrument of initial transfer lacked authority to bind the company.
Unless otherwise provided in an operating agreement, the affairs of a limited liability company may be wound up by the
(1) members or managers who have authority under AS 10.50.110 to manage the company before dissolution; or
(2) superior court on the application of a member of the company or the member's legal representative or assignee if
(A) a member or manager identified in (1) of this subsection has engaged in wrongful conduct; or
(B) other cause is shown.
Subject to AS 10.50.305 - 10.50.320, if a limited liability company makes an interim distribution of its assets to its members, the company shall make the distribution to the members in the manner provided in an operating agreement of the company. The operating agreement of the company may authorize different interim distributions for different classes of members.
Subject to AS 10.50.305 - 10.50.320, and unless otherwise provided in an operating agreement of the company, a member of a limited liability company shall be repaid the member's contribution to capital and shares equally in the profits and other assets of the company remaining after all liabilities, including liabilities to members, are satisfied.
(a) The surviving or resulting limited liability company in a merger or consolidation is liable for the liabilities of the limited liability companies that are parties to the merger or consolidation.
(b) A claim, action, or other proceeding that exists at the time of the merger or consolidation and that is pending by or against a limited liability company that is a party to a merger or consolidation may be pursued as if the merger or consolidation had not taken place, or the surviving or resulting limited liability company may be substituted in the claim, action, or other proceeding.
(a) Unless otherwise provided in an operating agreement of the company or by the written consent of all of the members of the company at the time, a limited liability company membership of a member that is a separate limited liability company terminates when the member dissolves and begins to wind up its affairs.
(b) Unless otherwise provided in an operating agreement of the company or by the written consent of all of the members of the company at the time, a limited liability company membership of a member that is a corporation terminates when the corporation is dissolved and 90 days lapse without reinstatement.
(a) If the department determines that a document filed under this chapter conforms to the filing requirements of this chapter, the department shall
(1) mark on the original signed document and on the exact copy the word 'filed' and the date and time of the document's acceptance for filing;
(2) retain the original signed document in the department's files; and
(3) return the exact copy to the person who filed the document or to the person's representative.
(b) The department may not file a document if the requirements of this section are not met.
(a) A foreign limited liability company conducting affairs in this state may not maintain an action or other proceeding in a court of this state until it has registered in this state.
(b) The failure of a foreign limited liability company to register in this state does not
(1) impair the validity of a contract or act of the company;
(2) affect the right of another party to a contract of the company to maintain an action or proceeding on the contract; or
(3) prevent the company from defending an action or other proceeding in a court of this state.
A member of a limited liability company is entitled to receive interim distributions under AS 10.50.295 - 10.50.300 at the times or upon the happening of the events specified in an operating agreement of the company, or at the times determined by the members or managers under AS 10.50.150.
(a) Unless otherwise provided in an operating agreement of the company, a member, regardless of the nature of the member's contribution, may not demand and receive a distribution from a limited liability company in a form other than cash.
(b) Unless otherwise provided in an operating agreement of the company, a limited liability company may not compel a member of the company to accept from the company a distribution of a company asset in a form other than cash to the extent that the percentage of the asset distributed to the member exceeds the percentage that the member would have shared in a cash distribution equal to the value of the asset at the time of distribution.
(a) The registration of a name under AS 10.50.040 may be renewed each year by
(1) filing an application for renewal setting out the facts required in an original application for registration;
(2) filing proof of organization required for an original registration; and
(3) paying a fee established by the department.
(b) An application for renewal shall be filed between October 1 and December 31 in each year. The renewal extends the registration for the following calendar year.
(a) The name of a limited liability company stated in the company's articles of organization must contain the words 'limited liability company' or the abbreviation 'L.L.C.,' or 'LLC'. The word 'limited' may be abbreviated as 'Ltd.,' and the word 'company' may be abbreviated as 'Co.'
(b) The name of a city, borough, or village may be used in a limited liability company name; however, the name may not contain the word 'city,' 'borough,' or 'village' or otherwise imply that the company is a municipality.
(c) A person may not adopt a name that contains the words 'limited liability company' unless the person is organized under this chapter or is registered as a foreign limited liability company under this chapter.
Registration of a name under AS 10.50.040 is made by filing with the department
(1) a signed application for registration setting out the name of the company, the state or territory under the laws of which it is organized, the date of organization, a statement that it is conducting affairs, and a brief statement of its principal activities; and
(2) proof from the jurisdiction where the company is organized that indicates that the company is organized in that jurisdiction if the company is a foreign limited liability company.
(a) Unless otherwise provided in an operating agreement of the company, a limited liability company may not approve a proposed merger or consolidation unless the merger or consolidation is approved by all of the members of the company.
(b) A foreign limited liability company that is a party to a proposed merger or consolidation may not approve the merger or consolidation unless the merger or consolidation is approved in the manner and by the vote required by the law applicable to the foreign limited liability company.
(c) A party to a merger or consolidation under this chapter may abandon the merger or consolidation as provided in the merger or consolidation agreement.
(a) In the event of a change of the manager of a limited liability company or of a foreign limited liability company registered under this chapter, or of a member of the company, if the members manage the company, during the first year of the biennial reporting period, the company shall file a notice of change amending the biennial report of the company before the following January 2.
(b) The notice shall be filed with the department and shall state the name and current mailing address of the manager or member not included in the company's last filed biennial report, and the name of the person replaced and the office held.
Article 16. MISCELLANEOUS PROVISIONS
(a) Unless otherwise provided in an operating agreement of the company or by the written consent of all of the members of the company at the time, the limited liability company membership held by a trust or trustee terminates when the trust terminates. In this subsection, 'terminates' does not include the substitution of a new trustee.
(b) Unless otherwise provided in an operating agreement of the company or by the written consent of all of the members of the company at the time, the limited liability company membership held by an estate terminates when the estate's entire limited liability company interest is distributed by the fiduciary of the estate.
A foreign limited liability company registered under this chapter shall have and continuously maintain in the state a registered
(1) office that may be, but need not be, the same as its office in this state; and
(2) agent, who may be either an individual resident in this state whose business office is identical to the registered office, a corporation organized under AS 10.06, or a foreign corporation authorized to transact business in this state, that has a business office identical to the registered office.
(a) A person's membership in a limited liability company may not be terminated by removal except as provided by (b) or (c) of this section.
(b) Except as provided in (c) of this section, a person's membership in a limited liability company terminates if the person assigns all of the person's interest in the company and if a majority of the members who have not assigned their interests in the company authorize the removal of the person as a member.
(c) If an operating agreement of the company provides for the removal of a member with or without cause, a person's membership in a limited liability company terminates if the person is removed as a member in the manner and under the circumstances provided in the agreement.
A biennial report must set out
(1) the name of the company and the state or country where it is organized;
(2) the address of the registered office of the company in this state, and the name of its registered agent in this state at that address, and, in the case of a foreign limited liability company, the address of its principal office in the state or country where it is organized;
(3) the names and addresses of the managers of the company, or, if the company is not managed by a manager, the names and addresses of the members of the company;
(4) the name and address of each person owning at least a five percent interest in the company and the percentage of interest owned by that person in the company.
(a) A person may become a member in a limited liability company if the person acquires a limited liability company interest
(1) directly from the limited liability company
(A) in compliance with an operating agreement of the company; or
(B) with the written consent of all of the members of the company if an operating agreement of the company does not provide for acquiring an interest directly from the company; or
(2) by assignment of the interest by a company member in compliance with AS 10.50.165 .
(b) A limited liability company must have one or more members.
An application for cancellation filed by a foreign limited liability company must state
(1) the name of the company and the state or other jurisdiction where the company was organized;
(2) that the company is not conducting affairs in this state;
(3) that the company cancels its registration in this state;
(4) that the company revokes the authority of its registered agent for service of process in this state and consents that service of process may subsequently be made on the company by service on the commissioner for a cause of action arising in this state during the time the company was registered in this state; and
(5) an address for mailing a copy of a process to the company.
After the dissolution of a limited liability company under AS 10.50.400, the limited liability company may file articles of dissolution with the department. The articles must state
(1) the name of the company;
(2) the date of filing of the company's articles of organization and of any amendments to the articles of organization;
(3) the reason for filing the articles of dissolution;
(4) the effective date, which must be a specific date, of the articles of dissolution if the articles of dissolution are not to be effective when filed; and
(5) other information determined appropriate by the members or managers filing the articles.
(a) Except as provided in (b) of this section, an admission or representation made by a member of a limited liability company about the affairs of the company is evidence against the company if the admission or representation is within the scope of the member's authority under this chapter.
(b) If a limited liability company is managed by a manager, an admission or representation made by a
(1) manager about the affairs of the company is evidence against the company if the admission or representation is within the scope of the manager's authority under this chapter; and
(2) member, acting solely in the capacity of a member, is not evidence against the company.
The articles of organization of a limited liability company must state
(1) the name of the company;
(2) the purpose for which the company is organized, which may be stated to be, or to include, the conduct of any or all lawful affairs for which a limited liability company may be organized under this chapter;
(3) the mailing address of the company's registered office and the name of the company's registered agent;
(4) [Repealed, Sec. 23 ch 78 SLA 1997].
(5) if applicable, that the company will be managed by a manager; and
(6) any other provision for the regulation of the internal affairs of the company that is consistent with this chapter and the laws of this state if the persons organizing the company elect to include the provision in the articles of organization.
A foreign limited liability company registered under this chapter may change its registered office or change its registered agent, or both, upon filing with the department a signed statement setting out
(1) the name of the company;
(2) the address of its registered office;
(3) the address of the new registered office if the address of its registered office is to be changed;
(4) the name of its registered agent;
(5) the name of its new registered agent if its registered agent is to be changed;
(6) that the address of its registered office and the address of the business office of its registered agent, as changed, will be identical; and
(7) that the change is authorized by the company.
(a) A limited liability company may change its registered office, agent, or both, by filing with the department a signed statement that includes
(1) the name of the company;
(2) the address of its registered office;
(3) the address of its new registered office if the registered office is to be changed;
(4) the name of its registered agent;
(5) the name of its new registered agent if the registered agent is to be changed; and
(6) a statement that the change is authorized by the company's manager, or, if the company is not managed by a manager, by the members.
(b) If the department finds that the statement complies with this chapter, the department shall file it in the department's office. The change becomes effective when the statement is filed.
(a) A person who is a manager or a managing member of a limited liability company shall perform the duties of management in good faith, in a manner the person reasonably believes to be in the best interests of the company, and with the care, including reasonable inquiry, that an ordinarily prudent person in a like position would use under similar circumstances. Except as provided in (b) of this section, the person is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by
(1) an employee of the company whom the person reasonably believes to be reliable and competent in the matters presented; or
(2) counsel, public accountants, or other professionals or experts as to matters that the person reasonably believes to be within the professional's or expert's competence.
(b) A person is not acting in good faith under (a) of this section if the person has knowledge concerning the matter in question that makes reliance otherwise permitted by (a) of this section unwarranted.
(a) Unless otherwise provided in this chapter, a document required by this chapter to be filed with the department by or for a limited liability company shall be signed by
(1) a manager of the company if the company is managed by a manager;
(2) a member of the company if the articles of organization do not provide that the company is managed by a manager;
(3) a person organizing the company if the company is not organized;
(4) the fiduciary if the company is controlled by a receiver, trustee, or other court-appointed fiduciary.
(b) A person signing a document filed with the department under this chapter shall state beneath or opposite the signature the person's name and the capacity in which the person signs.
(c) A person signing a document filed with the department under this chapter may sign as an attorney-in-fact, but is not required to provide or file with the department a document authorizing the person to act as attorney-in-fact for the signing of a document.
(a) If a judgment creditor of a limited liability company member applies to a court of competent jurisdiction, the court may charge the member's limited liability company interest for payment of the unsatisfied amount of the judgment.
(b) To the extent a limited liability company interest is charged under (a) of this section, the judgment creditor has only the rights of an assignee of the member's interest.
(c) This section provides the exclusive remedy that a judgment creditor of a member or a member's assignee may use to satisfy a judgment out of the judgment debtor's interest in the limited liability company. Other remedies, including foreclosure on the member's limited liability company interest and a court order for directions, accounts, and inquiries that the debtor member might have made, are not available to the judgment creditor attempting to satisfy a judgment out of the judgment debtor's interest in the limited liability company and may not be ordered by a court.
(d) This section does not deprive a member of the benefit of an exemption applicable to the member's membership interest.
Upon the winding up of a limited liability company, the assets of the company shall be distributed in the following manner and order of priority:
(1) payment, or adequate provision for payment, to creditors, including, to the extent permitted by law, members who are creditors and not covered by (2) of this section, in satisfaction of the liabilities of the company;
(2) unless otherwise provided in an operating agreement of the company, payment to members or former members in satisfaction of the company's liabilities for distributions under AS 10.50.295 - 10.50.330;
(3) unless otherwise provided in an operating agreement of the company, to members and former members in the following order of priority:
(A) for the return of their contributions; and
(B) in proportion to the members' respective rights to share in distributions from the company before dissolution.
The department may not file the application for registration of a foreign limited liability company unless the name of the company satisfies the requirements of AS 10.50.020 - 10.50.025. If the name under which a foreign limited liability is organized in the state or other jurisdiction of its organization does not satisfy the requirements of AS 10.50.020 - 10.50.025, the company may register under AS 10.50.605 if the company uses an assumed name that is available to the company under this chapter and that satisfies the requirements of AS 10.50.020 - 10.50.025.
(a) A member may not resign from a limited liability company except at the time or upon the happening of events specified in the operating agreement of the company and in accordance with the operating agreement of the company.
(b) Notwithstanding anything to the contrary under applicable law, unless an operating agreement of the company provides otherwise, a member may not resign from a limited liability company before the dissolution and winding up of the limited liability company.
(c) If the resignation of a member violates an operating agreement of the company, in addition to any remedy otherwise available under applicable law, a limited liability company may recover from the resigning member damages for breach of the operating agreement and may offset the damages against the amount otherwise distributable to the resigning member.
(d) Unless otherwise provided in an operating agreement of the company and except for termination under AS 10.50.205 , after a member resigns from a limited liability company, the rights of the former member are those of an assignee.
The department shall charge fees established by the department by regulation adopted under AS 44.62 (Administrative Procedure Act) for
(1) filing the original articles of organization;
(2) filing an amendment of registration;
(3) filing articles of merger or consolidation;
(4) filing articles of dissolution;
(5) issuing a document not otherwise covered by this section;
(6) furnishing a copy of a document;
(7) accepting an application for reservation of a name, or filing a notice of the transfer or cancellation of a name reservation;
(8) filing a statement of change of address for a registered office or registered agent;
(9) accepting service of a notice, demand, or process upon the department;
(10) filing the application for registration of a foreign limited liability company;
(11) registering a name, reserving a name, or renewing a name registration under this chapter; or
(12) filing another document allowed or required under this chapter.
(a) An assignee who becomes a member has, to the extent assigned, the rights and powers of a member under the articles of organization, an operating agreement, and this chapter, and is subject to the restrictions and liabilities of a member under the articles of organization, an operating agreement, and this chapter.
(b) In addition to the liabilities imposed under (a) of this section, an assignee of a limited liability company interest who becomes a member of the company is liable for an obligation of the assignor to make a contribution under AS 10.50.280 that is not imposed by the articles of organization, an operating agreement, or otherwise by this chapter.
(c) Notwithstanding (a) and (b) of this section, an assignee who becomes a member is not liable for liabilities that are unknown to the assignee when the assignee becomes a member and that cannot be determined from the written records of the company maintained under AS 10.50.860.
(a) Unless otherwise provided in an operating agreement of the company, a manager of a limited liability company holds office until the manager's successor is elected and qualified, unless the manager resigns or is removed earlier.
(b) A manager may not resign as manager of a limited liability company except at the time or upon the happening of events specified in the operating agreement of the company. An operating agreement may provide that a manager does not have the right to resign as a manager of a limited liability company. Notwithstanding that an operating agreement provides that a manager does not have the right to resign as a manager of a limited liability company, a manager may resign as a manager of a limited liability company at any time by giving notice to the members and any other managers. If the resignation of a manager violates the operating agreement of the company, in addition to any remedy otherwise available under applicable law, a limited liability company may recover from the resigning manager damages for breach of the operating agreement and may offset the damages against the amount otherwise distributable to the resigning manager. If the manager was the sole manager and if, within 90 days after the resignation, the members fail to agree on the appointment of a new manager, then each member shall have a say in the management of the company that is equal to the proportion of the member's capital account in the company.
(a) An agreement of merger or consolidation approved under AS 10.50.510 may amend an operating agreement of a limited liability company or adopt a new operating agreement for the company if the company is the surviving or resulting limited liability company in the merger or consolidation.
(b) An approved agreement of merger or consolidation may provide that the operating agreement of a limited liability company that is a party to the merger or consolidation, including a limited liability company organized for the purpose of consummating a merger or consolidation, is the operating agreement of a limited liability company that is the surviving or resulting limited liability company.
(c) An amendment to an operating agreement or the adoption of a new operating agreement under this section is effective when the merger or consolidation is effective.
(d) This subsection is not intended to limit the accomplishment of a merger or of a matter referred to in this section by other means provided for in an operating agreement or in another agreement or as otherwise permitted by law.
(a) Notwithstanding AS 09.25.010 - 09.25.020, a promise by a member of a limited liability company to contribute property or services to the company is not enforceable unless the promise is stated in a writing signed by the member.
(b) Unless otherwise provided in an operating agreement of the company, a member of a limited liability company is liable for performing an enforceable promise made to the company to contribute property or services, even if the member is unable to perform because of death, disability, or another reason.
(c) If a member of a limited liability company does not make the member's required contribution of property or services, the member shall, at the option of the company, contribute cash equal to that portion of value of the required contribution that has not been made.
(d) Unless otherwise provided in an operating agreement of the company, an assignor of a limited liability company interest is not released from the assignor's liability to the company under this section, even if the assignee becomes a member with respect to the assigned interest.
(a) A biennial report required by AS 10.50.750 shall be filed with the department and is due before January 2 of the filing year. A limited liability company filing articles of organization and a foreign limited liability company registering during an even-numbered year shall file the biennial report each even-numbered year. A limited liability company filing articles of organization and a foreign limited liability company registering during an odd-numbered year shall file the biennial report each odd-numbered year. The biennial report is delinquent if not filed before February 1 of each odd- or even-numbered year as provided in this section.
(b) Proof to the satisfaction of the department that on or before February 1 the report was deposited in the United States mail in a sealed envelope, properly addressed with postage prepaid, is compliance with (a) of this section.
(c) The department shall file the report if it conforms to the requirements of this chapter. If the department finds that the report does not conform to the requirements of this chapter, the report shall promptly be returned to the company for necessary corrections.
(d) Upon receipt of a form from the department, a limited liability company shall file a biennial report within six months after original organization.
(a) When a merger or consolidation becomes effective, the limited liability companies that are parties to a merger or consolidation agreement become a single limited liability company that, in the case of a merger, is the limited liability company named in the plan of merger as the surviving limited liability company, and, in the case of a consolidation, is the limited liability company named in the plan of consolidation as the resulting limited liability company.
(b) When a merger or consolidation becomes effective, a limited liability company that is a party to the merger or consolidation agreement and that is not the surviving or resulting limited liability company ceases to exist.
(c) The surviving limited liability company of a merger or the limited liability company resulting from a consolidation possesses all the rights, privileges, immunities, and powers of each limited liability company that is a party to the merger or consolidation agreement and is subject to all the restrictions, disabilities, and duties of each limited liability company that is a party to the merger or consolidation to the extent the rights, privileges, immunities, powers, franchises, restrictions, disabilities, and duties apply to the type of limited liability company that is the surviving limited liability company or the resulting limited liability company.
The activities of a foreign limited liability company that are not considered to be conducting affairs in this state for the purposes of AS 10.50.600 - 10.50.720 include
(1) maintaining, defending, or settling a court action or other proceeding or a claim;
(2) holding meetings of the members or managers of the company;
(3) maintaining bank accounts;
(4) selling through independent contractors;
(5) soliciting or procuring orders by mail, through employees, agents, or otherwise, if the orders require acceptance outside the state before becoming binding contracts;
(6) creating as borrower or lender, or acquiring, indebtedness or mortgages or other security interests in real or personal property;
(7) securing or collecting debts, or enforcing rights in property securing debts;
(8) conducting an isolated transaction that is completed within 30 days and that is not part of a course of repeated transactions of a similar nature; or
(9) conducting affairs in interstate commerce.
Article 14. SUITS BY AND AGAINST LIMITED LIABILITY COMPANIES
(a) Unless otherwise provided in an operating agreement of the company, the company's articles of organization, or by this chapter, if the company is not managed by a manager, the consent of more than one-half of all of the members of a limited liability company is required to decide the affairs of the company.
(b) Unless otherwise provided in an operating agreement of the company or by this chapter, the consent of more than one-half of the number of managers of a limited liability company is required to decide the affairs of the company.
(c) Notwithstanding (a) and (b) of this section, and unless another level of member consent is required in an operating agreement of the company, the written consent of all of the members of a limited liability company is required to
(1) amend the articles of organization;
(2) amend an operating agreement of the company; or
(3) authorize a manager or member to perform an act on behalf of the company that contravenes an operating agreement of the company, including an act that contravenes a provision of the operating agreement that expressly limits the purposes, affairs, or conduct of the affairs of the company.
(d) For the purposes of (c) of this section, the required level of consent established by an operating agreement may not be less than a majority of the members.
Article 06. ADMISSION AND WITHDRAWAL OF MEMBERS
Unless otherwise provided in an operating agreement, a limited liability company shall keep at its main office
(1) current and past lists that state in alphabetical order the full name and last known mailing address of every member and manager of the company;
(2) a copy of the company's articles of organization and amendments to the articles, including a signed copy of a power of attorney used by a person who signed articles of amendment for the company;
(3) a copy of the company's federal, state, and local income tax returns and financial statements, if any, for the three most recent years or, if the returns and statements are not prepared, a copy of the information and statements provided to, or that should have been provided to, the members to enable the members to prepare their federal, state, and local tax returns for the three-year period;
(4) a copy of any effective operating agreement of the company, amendments to the agreement, and former operating agreements;
(5) unless contained in an operating agreement,
(A) a document stating the amount of cash contributed by a member of the company, the agreed value of other property or services contributed by a member, and when a member is to make additional contributions;
(B) a document stating the events, if any, that cause the company to be dissolved and its affairs wound up; and
(C) other documents that an operating agreement requires the company to prepare.
(a) A person may assign a limited liability company interest in whole or in part.
(b) The assignment of a limited liability company interest entitles the assignee to receive, to the extent assigned, only the distributions to which the assignor is entitled.
(c) The assignment of a limited liability company interest does not dissolve the company or entitle the assignee to participate in the management and affairs of the company, to become a member, or to exercise the rights of a member. Unless the assignee of the interest becomes a member with respect to the interest, the assignor continues to be a member and may exercise the rights of a member, subject to the members' right to remove the assignor under AS 10.50.205 .
(d) Unless the assignee becomes a member, an assignee of a limited liability company interest is not liable as a member solely as a result of the assignment.
(e) The assignor of a limited liability company interest is not released, solely as a result of the assignment, from the assignor's liability as a member.
(f) An operating agreement may establish terms different from those in (a) - (e) of this section.
(g) Unless otherwise provided in an operating agreement of the company, the pledge of, or granting of a security interest, lien, or other encumbrance in or against, a part or all of a member's limited liability company interest is not an assignment under this section and does not terminate the membership or the rights and powers of the member.
(a) A registered agent of a limited liability company may change the location of the agent's office from one address to another in this state. The agent may change the registered office for each company for which the person is acting as registered agent by filing in the department a statement setting out the name of the agent, the address of the agent's office before change, the address to which the office is changed, and a list of companies for which the person is the registered agent. The statement shall be executed by the registered agent in the individual name of the agent or, if the agent is a corporation, it shall be executed by its president or a vice-president. The statement shall be delivered to the department and the limited liability company and, if the department finds that the statement complies with this chapter, the department shall file it. The change becomes effective when the statement is filed.
(b) A registered agent may resign by filing a written notice and an exact copy of the notice with the department. The written notice of resignation must set out the latest address of the principal office of the company and the name, address, and title of the manager, or, if the company is managed by its members, the names and addresses of the members of the company known by the agent. The department shall immediately mail a copy of the notice to the company at its principal office. The resignation becomes effective 30 days after the filing of the written notice, unless the company sooner appoints a successor registered agent, as provided in AS 10.50.060 .
(a) Except as provided in (b) - (d) of this section, after dissolution of a limited liability company, a member having authority to wind up the company's affairs can bind the company by an act that
(1) is appropriate for winding up the company's affairs or completing transactions unfinished at dissolution; or
(2) would have bound the company if the company had not been dissolved, if the other party to the transaction does not have notice of the dissolution; in this paragraph, filing the articles of dissolution is presumed to constitute notice of the dissolution.
(b) A member's act that is not binding on the limited liability company under (a) of this section binds the company if the act is otherwise authorized by the company.
(c) A member's act that violates a restriction on the member's authority does not bind the member's limited liability company with regard to a person who knows about the restriction, even if the member's act would otherwise be binding under (a) of this section or is otherwise authorized.
(d) If the company is managed by a manager, a member does not have the authority to bind the company if the member is acting solely in the capacity of a member, and a manager of the company can bind the company by an act that
(1) is appropriate for winding up the company's affairs or completing transactions unfinished at dissolution; or
(2) would have bound the company if the company had not been dissolved if the other party to the transaction does not have notice of the dissolution; in this paragraph, filing the articles of dissolution is presumed to constitute notice of the dissolution.
(a) Upon dissolution, a limited liability company may dispose of the known claims against it by filing articles of dissolution under AS 10.50.430 and following the procedures described in this section.
(b) A dissolved limited liability company shall notify its known claimants in writing of the dissolution at any time after the effective date of dissolution. The written notice must
(1) describe the information that must be included in the claim;
(2) provide a mailing address where the claim may be sent;
(3) state the deadline, which may not be fewer than 120 days after the later of the date of the written notice or the filing of articles of dissolution under AS 10.50.430 , for the company to receive the claim; and
(4) state that the claim is barred if it is not received by the company by the deadline.
(c) A claim against a limited liability company is barred if a claimant
(1) who was given written notice under (b) of this section does not deliver the claim to the company by the deadline; or
(2) whose claim is rejected by the company does not begin a proceeding to enforce the claim within 90 days after the date of the rejection notice.
(d) In this section, 'claim' does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.
(a) Except as provided in (b) and (c) of this section, and except for a fraud on the company committed by or with the consent of the member who has the knowledge or receives the notice, the following operate as notice to or knowledge of a limited liability company:
(1) notice given to a company member of a matter relating to the affairs of the company;
(2) the knowledge of a company member acting in the particular matter, whether acquired while a member or known at the time of becoming a member; and
(3) the knowledge of a company member who reasonably could and should have communicated the knowledge to a member acting in the particular matter.
(b) If the company is managed by a manager, the following operate as notice to or knowledge of a limited liability company, except for a fraud on the company committed by or with the consent of the manager who has the knowledge or receives the notice:
(1) notice given to a manager of a matter relating to the affairs of the limited liability company;
(2) the knowledge of the manager acting in the particular matter, acquired while a manager or known at the time of becoming a manager; and
(3) the knowledge of a company manager who reasonably could and should have communicated the knowledge to the manager acting in the particular matter.
(c) If the company is managed by a manager, notice to, or the knowledge of, a member of a limited liability company while the member is acting solely in the capacity of a member does not operate as notice to or knowledge of the company.
(a) The registration of a foreign limited liability company authorizing the company to conduct affairs in this state may be revoked by the commissioner if
(1) the company fails to file its biennial report within the time established by this chapter, or fails to pay fees or penalties established by this chapter when they are due and payable;
(2) the company fails to appoint and maintain a registered agent in this state;
(3) the company fails, after change of its registered office or registered agent, to file with the commissioner a statement of the change as required by this chapter; or
(4) a misrepresentation of a material matter has been made in an application, report, affidavit, or other document submitted under this chapter.
(b) The commissioner may not revoke the registration of a foreign limited liability company unless the
(1) commissioner has given the company at least 60 days notice by certified mail addressed to its registered agent at its registered office; and
(2) company fails before revocation to file the report, pay the fees or penalties, file the required statement of change of registered agent or registered office, or correct the misrepresentation.
(c) Upon revoking a registration, the commissioner shall
(1) issue a certificate of revocation in duplicate;
(2) file one of the certificates in the commissioner's office; and
(3) mail one of the certificates of revocation to the limited liability company at its registered office.
(d) Upon the issuance of the certificate of revocation, the authority of the limited liability company to conduct affairs in this state ceases.
(a) A limited liability company shall make its books and records of account, or certified copies of them, reasonably available for inspection and copying at its registered office or principal office in the state by a member of the company. Member inspection shall be upon written demand stating with reasonable particularity the purpose of the inspection. The inspection may be in person or by agent or attorney, at a reasonable time and for a proper purpose. Only books and records of account, minutes, and the record of members directly connected to the stated purpose of the inspection may be inspected or copied.
(b) A manager, or, if the company is not managed by a manager, a member, who, or a limited liability company that, refuses to allow a member, or the agent or attorney of the member, to examine and make copies from its books and records of account, minutes, and record of members, for a proper purpose, is liable to the member for a penalty in the amount of 10 percent of the value of the limited liability company interests owned by the member or $5,000, whichever is greater, in addition to other damages or remedy given the member by law. It is a defense to an action for penalties under this section that the person suing has within two years sold or offered for sale a list of members of the company or any other limited liability company or has aided or abetted a person in procuring a list of members for this purpose, or has improperly used information secured through a prior examination of the books and records of account, minutes, or record of members of the company or any other limited liability company, or was not acting in good faith or for a proper purpose in making the person's demand.
(c) Nothing in this chapter impairs the power of a court, upon proof by a member of a demand properly made and for a proper purpose, to compel the production for examination by the member of the books and records of account, minutes, and record of members of a limited liability company.
(a) Except as provided in (b) and (c) of this section, a member of a limited liability company is an agent of the company for the purpose of conducting the company's affairs. A member's act, including the execution of an instrument in the name of the company, that appears to be performed in the usual and customary way of conducting business, binds the company, unless the member does not in fact have the authority to act for the company in the particular matter and the person with whom the member is dealing knows that the member does not have the authority to act for the company in the particular matter.
(b) If a limited liability company is managed by a manager, a member is not, solely by reason of being a member, an agent of the company.
(c) If a limited liability company is managed by a manager, a manager is an agent of a limited liability company for the purpose of conducting its affairs, and a manager's act, including the execution of an instrument in the name of the company, that appears to be performed in the usual and customary way of conducting business binds the company, unless the manager does not in fact have the authority to act for the company in the particular matter and the person with whom the manager is dealing knows that the manager does not have the authority to act for the company in the particular matter.
(d) A limited liability company manager's or member's act that does not appear to be performed in the usual and customary way of conducting business does not bind the company, unless the act is authorized by an operating agreement of the company when the act is performed or at another time.
(e) A limited liability company manager's or member's act that contravenes a restriction on the manager's or member's authority does not bind the company with regard to persons who know about the restriction.
(a) The registered agent of a limited liability company is an agent upon whom process, notice, or demand required or permitted by law to be served upon the company may be served.
(b) If a limited liability company fails to appoint or maintain a registered agent in this state, or if its registered agent cannot, with reasonable diligence, be found at the registered office, the commissioner is an agent of the company upon whom the process, notice, or demand may be served. A person may serve the commissioner under this subsection by
(1) serving on the commissioner or the designee of the commissioner a copy of the process, notice, or demand, with any papers required by law to be delivered in connection with the service, and a fee established by the department by regulation;
(2) sending to the company being served by certified mail a notice that service has been made on the commissioner under this subsection and a copy of the process, notice, or demand and accompanying papers; notice to the company shall be sent to
(A) the address of the last registered office of the company as shown by the records on file in the department; and
(B) the address, the use of which the person initiating the proceedings knows or, on the basis of reasonable inquiry, has reason to believe is most likely to result in actual notice; and
(3) filing with the appropriate court or other body, as part of the return of service, the return receipt of mailing and an affidavit of the person initiating the proceedings that this section has been complied with.
(c) The commissioner shall keep a record of processes, notices, and demands served upon the commissioner under this section.
(d) This section does not affect the right to serve process, notice, or demand required or permitted by law to be served upon a company in any other manner permitted.
Article 03. ORGANIZATION AND DURATION
(a) Unless otherwise provided in writing in an operating agreement of the company or authorized by the written consent of all of the members of the company at the time, a person's membership in a limited liability company terminates when the person
(1) makes an assignment for the benefit of creditors;
(2) files a voluntary petition in bankruptcy;
(3) is adjudicated a bankrupt or insolvent;
(4) files a petition or answer seeking for the person a reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under law;
(5) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the member in a proceeding in the nature of (1) - (4) of this subsection; or
(6) seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the person or of all or a substantial part of the person's property.
(b) Unless otherwise provided in writing in an operating agreement of the company or consented to in writing by all of the members of the company at the time, a person's membership in a limited liability company terminates when
(1) a proceeding against the person seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief is not dismissed within 120 days after the commencement of the proceeding; or
(2) an appointment, without the person's consent, of a trustee, receiver, or liquidator of the person or of all or a substantial part of the person's property is not vacated or stayed within 120 days after the appointment or after the expiration of the stay.
(c) The members of a limited liability company may provide in writing in an operating agreement that other events terminate a membership.
(a) A loan may not be extended by a limited liability company to an employee without authorization by the company's managers or managing members. A loan may not be extended to a manager or a managing member of a limited liability company without the approval of two-thirds of the company's members. An employee who is also a manager or managing member is considered a manager or managing member for purposes of this section. A member is not disqualified from voting on a loan to a member as a manager or managing member because of personal interest.
(b) A loan to a manager, managing member, or employee and a loan secured by the limited liability company interests of the company may not be made unless the loan would be permissible as a distribution under AS 10.50.290 - 10.50.345. A loan under this subsection impairs the retained earnings or paid-in capital accounts to the extent of the loan.
(c) For purposes of this section, a loan may consist of cash, securities, or personal or real property.
(d) If a limited liability company acts as a guarantor on a loan to a manager, managing member, or employee, the guarantee is treated as a loan under this section.
(e) A manager, managing member, or employee of an affiliated limited liability company is a manager, managing member, or employee of the lending company for purposes of this section.
(f) A loan is to be judged by the duties of managers and managing members to act in good faith in a manner reasonably believed to be in the best interests of the company and with the care, including reasonable inquiry, that an ordinarily prudent person in a like position would use under similar circumstances.
(a) A member of a limited liability company who receives a distribution prohibited by this chapter with knowledge of facts indicating the impropriety of the distribution is liable to the company for the benefit of all of the creditors or members entitled to institute an action under (b) of this section for the amount received by the member with interest at the legal rate on judgments until paid. The liability of the member under this subsection may not exceed the liabilities of the company owed to nonconsenting creditors at the time of the violation and the injury suffered by nonconsenting members.
(b) Suit may be brought in the name of the company to enforce the liability to
(1) creditors arising under (a) of this section for a violation of AS 10.50.305 against any or all members liable by any one or more creditors of the company whose debts or claims arose before the time of the distribution to members and who have not consented to the distribution, whether or not they have reduced their claims to judgment; or
(2) members arising under (a) of this section for a violation of AS 10.50.305 against any or all members liable by any one or more members holding preferred limited liability company interests outstanding at the time of the distribution who have not consented to the distribution, without regard to the provisions of AS 10.50.735 .
(c) A member sued under this section may compel contribution from all other members liable under this section.
(d) This section does not affect the liability that a member may have under other applicable law.
(a) A distribution may not be made by a limited liability company if, after giving effect to the distribution,
(1) the company would not be able to pay its debts as they become due in the usual course of conducting its affairs; or
(2) the limited liability company's assets would be less than the sum of its liabilities plus, unless otherwise provided in an operating agreement, the amount that would be needed, if the limited liability company were to be dissolved at the time of the distribution, to satisfy the preferential rights of other members upon dissolution that are superior to the rights of the member receiving the distribution.
(b) A limited liability company may base a determination that a distribution is not prohibited under (a) of this section on
(1) financial statements prepared on the basis of accounting practices and principles that are reasonable under the circumstances; or
(2) a fair valuation or other method that is reasonable under the circumstances.
(c) Except as provided in (e) of this section, the effect of a distribution in accordance with (a) of this section is measured as of the date
(1) the distribution is authorized if the payment occurs within 120 days after the date of authorization; or
(2) payment is made if the payment occurs more than 120 days after the date of authorization.
(d) If the terms of an indebtedness provide that payment of principal and interest is to be made only if and to the extent that payment of a distribution to members could then be made under this section, indebtedness of a limited liability company, including indebtedness issued as a distribution, is not a liability for purposes of determinations made under (b) of this section.
(e) If indebtedness is issued as a distribution, each payment of principal or interest on the indebtedness is treated as a distribution, and the effect of the distribution is measured on the date the payment is actually made.
(a) An application for the registration of a foreign limited liability company must state
(1) the name of the foreign limited liability company and, if different, the name the company proposes to use in this state;
(2) the state or other jurisdiction where the company was organized, and date of its organization;
(3) the name and address of the company's registered agent;
(4) that the department is appointed the agent of the company for service of process if the foreign limited liability company fails to appoint or maintain a registered agent under AS 10.50.635 ;
(5) the address of the office required by the state or other jurisdiction of the company's organization to be maintained in that state or other jurisdiction, or, if the state or other jurisdiction does not require an office to be maintained in that state or other jurisdiction, the principal office of the company;
(6) the purpose the company proposes to pursue in the conduct of its affairs in this state and the codes from the identification code established under AS 10.06.870 that most closely describe the activities in which the company will engage in this state;
(7) the names and addresses of the managers of the company, or, if the company is not managed by a manager, the names and addresses of the members of the company;
(8) the name and address of each person owning at least a five percent interest in the company and the percentage of interest owned by that person in the company; and
(9) that the company is a foreign limited liability company.
(b) In addition to the information required by (a) of this section, an application must include proof from the jurisdiction where the company was organized that indicates that the company was organized in that jurisdiction.
(a) Except as provided in AS 10.50.320 , and unless otherwise provided in an operating agreement of the company, a person may not bring a court action on behalf of a limited liability company in the name of the company unless the person is authorized under (b) or (c) or this section to bring the action.
(b) Whether or not the company is managed by a manager, a member of a limited liability company may bring a court action on behalf of the company in the name of the company if the member is authorized to bring the action by more than one-half of all of the members of the company who are eligible to consent to the authorization, unless a larger number of the members are required under AS 10.50.150 (c) for the authorization. When determining whether the required number of members consent under AS 10.50.150 , the total number of all members does not include a member who has an interest in the outcome of the action that is adverse to the interest of the company and the member with the adverse interest is excluded from determining the authorization.
(c) A manager of a limited liability company may bring a court action on behalf of the company in the name of the company if the manager is authorized to bring the action by the consent required under AS 10.50.150 of the members eligible to consent to the authorization. When determining the number of managers required to consent under AS 10.50.150, the number does not include a manager who has an interest in the outcome of the action that is adverse to the interest of the company and the manager with the adverse interest is excluded from determining the authorization.
Article 15. BIENNIAL REPORT
The articles of merger or consolidation required by AS 10.50.515 must state
(1) the name of each limited liability company that is a party to the merger or consolidation;
(2) the jurisdiction where each limited liability company that is a party to the merger or consolidation was organized;
(3) that an agreement of merger or consolidation has been approved and signed by each limited liability company that is a party to the merger or consolidation;
(4) the name of the surviving or resulting limited liability company;
(5) the future effective date, which must be a specific date, of the merger or consolidation if the merger or consolidation is not effective when the articles are filed;
(6) that the agreement of merger or consolidation is on file at an office of the surviving or resulting limited liability company and the address of the office;
(7) that a copy of the agreement of merger or consolidation will be furnished by the surviving or resulting limited liability company on request and without cost to a person holding an interest in a limited liability company that is a party to the merger or consolidation;
(8) if the surviving or resulting limited liability company is not organized under the laws of this state, a statement that the surviving or resulting limited liability company
(A) agrees that it may be served with process in this state in a proceeding to enforce an obligation of a company that is a party to the merger or consolidation and that was organized under the laws of this state, and to enforce an obligation of the surviving or resulting company;
(B) appoints the department as its agent for service of process in an enforcement proceeding under (A) of this paragraph; and
(C) the address to which a copy of the process may be mailed to the surviving or resulting company by the department.
(a) If a limited liability company publishes a newspaper notice in accordance with (b) of this section and files articles of dissolution under AS 10.50.430 , the following claims are barred unless the claimant commences a proceeding to enforce the claim against the company within three years after the later of the publication date of the newspaper notice or the filing of the articles of dissolution:
(1) a claim by a claimant who did not receive written notice under AS 10.50.435;
(2) a claim sent within the time allowed if the company does not act on the claim;
(3) a claim that is contingent or based on an event occurring after the effective date of dissolution.
(b) The notice published under (a) of this section shall be published once in a newspaper of general circulation in the judicial district where the company's principal office, or its registered office if it does not have a principal office in this state, is located in this state, and must
(1) describe the information that must be included in a claim;
(2) provide a mailing address where the claim may be sent;
(3) state that a claim against the company is barred unless a proceeding to enforce the claim is begun within three years after the publication of the notice; and
(4) request that persons with claims against the company present them in writing to the company as provided in the notice.
(c) A claim may be enforced under this section
(1) against the company to the extent of the company's undistributed assets; or
(2) if the company's assets have been distributed in liquidation, against a member of the company to the extent of the member's pro rata share of the claim or of the assets of the company distributed to the member in liquidation, whichever is less; a member's total liability for all claims under this section may not exceed the total amount of assets of the company that are distributed to the member.
Article 12. MERGER, CONSOLIDATION, AND CONVERSION
(a) A contract or other transaction between a limited liability company and a manager or managing member of a limited liability company, or between a limited liability company and a limited liability company, foreign limited liability company, corporation, firm, or association in which a manager or managing member of the company has a material financial interest, is not void or voidable because the manager or managing member or the other company, corporation, firm, or association are parties or because the manager or managing member is present at the meeting that authorizes, approves, or ratifies the contract or transaction, if the material facts as to the transaction and as to the interest of the manager or managing member are fully disclosed or known to the members and the contract or transaction is approved by the members in good faith, with the interested manager or managing member not being entitled to vote.
(b) The fact that a manager or managing member of a limited liability company is a manager or managing member of another entity involved in the transaction does not alone constitute a material financial interest within the meaning of this section. A manager or managing member is not interested within the meaning of this section in a decision fixing the compensation of another manager or managing member as a manager or managing member of the company, notwithstanding the fact that the first manager or managing member is also receiving compensation from the company.
(c) A contract or other transaction between a manager or managing member and a limited liability company or association of which one or more managers or managing members of the company are managers or managing members is not void or voidable because the managers or managing members are present at the meeting that authorizes, approves, or ratifies the contract or transaction, if the material facts of the transaction and the manager's or managing member's other management position are fully disclosed or known to the members and the members authorize, approve, or ratify the contract or transaction in good faith by a sufficient vote without counting the vote of the common manager or managing member or the contract or transaction is approved by the members in good faith. This subsection does not apply to contracts or transactions covered by (a) of this section.
(d) Nothing in this section affects the prohibitions or restraints imposed by AS 45.50.562 - 45.50.596.
In this chapter, unless the context indicates otherwise,
(1) 'articles of organization' means the articles of organization filed under AS 10.50.070 or 10.50.570 and the articles as amended or restated;
(2) 'commissioner' means the commissioner of commerce, community, and economic development;
(3) 'corporation' means a corporation organized under the laws of this or another state, or of this or another country;
(4) 'department' means the Department of Commerce, Community, and Economic Development;
(5) 'filed,' unless expressly provided otherwise, means filed with the department;
(6) 'foreign limited liability company' means an organization that is
(A) not incorporated;
(B) organized under the law of a state other than this state, or under the law of a foreign country;
(C) organized under a statute that affords to each of its members limited liability regarding the liabilities of the organization; and
(D) not required to be registered under a statute of this state other than this chapter;
(7) 'interim distribution' means a distribution of the assets of a limited liability company to the company's members, except as provided under AS 10.50.425 ;
(8) 'know' means to have actual knowledge or to know other facts that demonstrate bad faith in the circumstances; this definition applies also to the derivatives of 'know,' including 'known,' 'unknown,' and 'knowledge';
(9) 'limited liability company' or 'domestic limited liability company' means an organization organized under this chapter;
(10) 'limited liability company interest' means an interest in a limited liability company issued under AS 10.50.275 ;
(11) 'limited partnership' means a limited partnership organized under AS 32.11 or under the law of another state or a foreign country;
(12) 'manager' means a person who manages a limited liability company, if the articles of organization provide that the company is managed by a manager;
(13) 'managing member' means a member of a limited liability company if the company's articles of organization do not provide that the company is managed by a manager;
(14) 'member' means a person who has been admitted to membership in a limited liability company under AS 10.50.155 - 10.50.160 and whose membership has not ended under AS 10.50.180 - 10.50.185 or 10.50.205 - 10.50.225;
(15) 'operating agreement' means a written agreement among all of the members of a limited liability company about conducting the affairs of the company;
(16) 'property' includes cash;
(17) 'state' means a state, territory, or possession of the United States, and includes the District of Columbia, the Commonwealth of Puerto Rico, the Northern Mariana Islands, Guam, the Virgin Islands, American Samoa, and the Trust Territory of the Pacific Islands.
(a) A limited liability company may be dissolved involuntarily by the commissioner if
(1) the company is delinquent six months in filing its biennial report or in paying a fee or a penalty;
(2) the company has failed for 30 days to appoint and maintain a registered agent in the state;
(3) the company has failed for 30 days after change of its registered office or registered agent to file in the office of the commissioner a statement of the change; or
(4) a misrepresentation of material facts has been made in the application, report, affidavit, or other document submitted under this chapter.
(b) A limited liability company may not be dissolved under this section unless the commissioner has given the company written notice of its delinquency, failure, or misrepresentation by mail as provided by (f) of this section. If the company fails, within 60 days after the notice is sent by mail as required under this subsection, to contest the alleged delinquency, failure, or misrepresentation, it may be dissolved under (d) of this section.
(c) If, following a hearing, the commissioner determines the presence of the delinquency, failure, or misrepresentation providing grounds for involuntary dissolution under this section, the company may appeal to the superior court. The court shall either sustain the commissioner or direct the commissioner to take action the court considers proper.
(d) If a limited liability company has given cause for involuntary dissolution and has failed to correct the neglect, omission, delinquency, or noncompliance as provided in this section, and there has not been a controlling order of the superior court, the commissioner shall dissolve the company by issuing a certificate of involuntary dissolution containing a statement that the company has been dissolved, the date, and the reason for which it was dissolved. The original certificate of dissolution shall be placed in the department files and a copy of it mailed to the company as provided by (f) of this section. Upon the issuance of the certificate of involuntary dissolution, the existence of the company ceases, except as otherwise provided in this chapter, and its name shall be available to use and may be adopted by another company on a date that is six months or later after the dissolution.
(e) A company dissolved under this section may be reinstated within two years from the date of the certificate of involuntary dissolution if it is established to the satisfaction of the commissioner that in fact there was no cause for the dissolution, or if the delinquency, failure, or misrepresentation resulting in dissolution has been corrected and payment made of double the amount delinquent along with the amount the company would have paid had it not been dissolved during the two-year period. Reinstatement may not be authorized if the name of the company is not distinguishable upon the records of the department under AS 10.50.025 unless the company being reinstated amends its articles of organization to change its name to conform with the provisions of this chapter.
(f) If the mailing of an item is required by (b) or (d) of this section, the commissioner shall first mail the item by certified mail to the registered office of the limited liability company at the last known address of the registered office shown on the records of the commissioner. If the item mailed to the registered office is returned to the department, the commissioner shall mail the item by first class mail to the registered agent of the limited liability company at the last known address of the registered agent shown on the records of the commissioner. If the item mailed to the registered agent is returned to the department, the commissioner shall mail the item by first class mail to the manager or the managing member of the limited liability company at the last known address for the manager or the managing member shown on the records of the commissioner. If the name and address of the manager or managing members are not shown on the records of the commissioner, the commissioner is not required to mail the notice to the manager or managing member. If the item mailed to the manager or managing member is returned to the department, the commissioner is not required to mail the item again. If the address shown on the records of the commissioner for a mailing after the initial certified mailing is not different from the address for the previous mailing, the commissioner is not required to mail the item to the same address, but shall mail the item to the next required addressee whose address is different from the address for the returned mailing, and, if none of the mailings required after a returned mailing has an address that is different from the address for the returned mailing, the commissioner is not required to mail the item again. In this subsection, 'item' means the notice required under (b) of this section or the certificate of involuntary dissolution issued under (d) of this section.
(a) Any other entity may convert to a limited liability company by filing with the department
(1) a certificate of conversion to a limited liability company that has been executed under (b) of this section by one or more persons organizing the conversion; and
(2) articles of organization that comply with AS 10.50.075 and that have been signed by one or more persons organizing the conversion.
(b) The certificate of conversion to a limited liability company must state
(1) the date on which and the jurisdiction where the other entity was first created, formed, or incorporated, or otherwise came into being, and, if the other entity has changed its jurisdiction, its jurisdiction immediately before its conversion to a limited liability company;
(2) the name of the other entity immediately before the filing of the certificate of conversion to a limited liability company;
(3) the name of the limited liability company as stated in its articles of organization filed under (a) of this section; and
(4) the future effective date or time, which must be a certain date or a certain time, of the conversion to a limited liability company if the conversion is not to be effective on the filing of the certificate of conversion to a limited liability company and the articles of organization.
(c) On the filing with the department of the certificate of conversion to a limited liability company and the articles of organization, or upon the future effective date or time of the certificate of conversion to a limited liability company and the articles of organization, the other entity is converted to a limited liability company and, after the conversion, is subject to all of the provisions of this chapter, except that, notwithstanding AS 10.50.080 , the existence of the limited liability company is considered to have commenced on the date the other entity commenced its existence in the jurisdiction in which the other entity was first created, formed, or incorporated, or otherwise came into being.
(d) The conversion of any other entity to a limited liability company does not affect any obligation or liability of the other entity incurred before the conversion, or the personal liability of any person that is incurred before the conversion.
(e) When a conversion of any other entity to a limited liability company becomes effective under this section, for all purposes of the laws of this state,
(1) all rights, privileges, and powers of the other entity, all real, personal, and mixed property, all debts due to the other entity, and all other things and causes of action belonging to the other entity, are vested in the limited liability company and are after the conversion, the property of the limited liability company as they were of the other entity;
(2) the title to any real property vested by deed, or otherwise vested, in the other entity does not revert and is not in any way impaired by reason of this chapter;
(3) all rights of creditors and all liens on property of the other entity attach to the limited liability company; and
(4) all debts, liabilities, and duties of the other entity attach to the limited liability company, and may be enforced against it to the same extent as if the debts, liabilities, and duties had been incurred or contracted by the limited liability company.
(f) Unless otherwise agreed, or as required under the applicable law of another state, any other entity that converts to a limited liability company under this section is not required to wind up its affairs or to pay its liabilities and distribute its assets, and the conversion does not constitute a dissolution of the other entity.
(g) Before filing a certificate of conversion to a limited liability company with the department, a limited liability company agreement must be approved in the manner provided for by the document, instrument, agreement, or other writing governing the internal affairs of the other entity and the conduct of its business, or by applicable law, as appropriate.
(h) The provisions of this section may not be construed to limit the accomplishment of a change in the law governing, or of the domicile of, any other entity to this state by any other means provided for in a limited liability company agreement or other agreement, or, as otherwise permitted by law, including by the amendment of a limited liability company agreement or other agreement.
(i) A corporation may convert to a limited liability company under this section if the corporation is a subsidiary corporation that is owned directly or indirectly by one or more parent corporations.
(j) In this section, 'other entity' means a business trust, an association, a real estate investment trust, a common law trust, or any other unincorporated business, including a general partnership, a registered limited liability partnership, a limited partnership, a limited liability limited partnership, a foreign limited liability company, and a corporation as allowed under (i) of this section.
(a) A limited liability company may indemnify a person who was, is, or is threatened to be made a party to a completed, pending, or threatened action or proceeding, whether civil, criminal, administrative, or investigative, other than an action by or in the right of the company, by reason of the fact that the person is or was a manager, managing member, employee, or agent of the company, or is or was serving at the request of the company as a manager, managing member, employee, or agent of another limited liability company, partnership, joint venture, trust, or other enterprise. Indemnification may include reimbursement of expenses, attorney fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by the person in connection with the action or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the company, and, with respect to a criminal action or proceeding, the person had no reasonable cause to believe the conduct was unlawful. The termination of an action or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, does not create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the company, and, with respect to a criminal action or proceeding, the person had reasonable cause to believe that the conduct was unlawful.
(b) A limited liability company may indemnify a person who was, is, or is threatened to be made a party to a completed, pending, or threatened action by or in the right of the company to procure a judgment in its favor by reason of the fact that the person is or was a manager, managing member, employee, or agent of the company, or is or was serving at the request of the company as a manager, managing member, employee, or agent of another limited liability company, partnership, joint venture, trust, or other enterprise. Indemnification may include reimbursement for expenses and attorney fees actually and reasonably incurred by the person in connection with the defense or settlement of the action if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the company. Indemnification may not be made in respect of any claim, issue, or matter as to which the person has been adjudged to be liable for negligence or misconduct in the performance of the person's duty to the company except to the extent that the court in which the action was brought determines upon application that, despite the adjudication of liability, in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for expenses that the court considers proper.
(c) To the extent that a manager, managing member, employee, or agent of a limited liability company has been successful on the merits or otherwise in defense of an action or proceeding referred to in (a) or (b) of this section, or in defense of a claim, issue, or matter in the action or proceeding, the manager, managing member, employee, or agent shall be indemnified against expenses and attorney fees actually and reasonably incurred in connection with the defense.
(d) Unless otherwise ordered by a court, indemnification under (a) or (b) of this section may only be made by a company upon a determination that indemnification of the manager, managing member, employee, or agent is proper in the circumstances because the manager, managing member, employee, or agent has met the applicable standard of conduct set out in (a) and (b) of this section. The determination shall be made by the members.
(e) The company may pay or reimburse the reasonable expenses incurred in defending a civil or criminal action or proceeding in advance of the final disposition in the manner provided in (d) of this section if
(1) in the case of a manager or managing member, the manager or managing member furnishes the company with a written affirmation of a good faith belief that the standard of conduct described in AS 10.50.135(a) has been met;
(2) the manager, managing member, employee, or agent furnishes the company a written unlimited general undertaking, executed personally or on behalf of the individual, to repay the advance if it is ultimately determined that an applicable standard of conduct was not met; and
(3) a determination is made that the facts then known to those making the determination would not preclude indemnification under this chapter.
(f) The indemnification provided by this section is not exclusive of any other rights to which a person seeking indemnification may be entitled. The right to indemnification continues as to a person who has ceased to be a manager, managing member, employee, or agent, and inures to the benefit of the heirs, executors, and administrators of the person.
(g) A limited liability company may purchase and maintain insurance on behalf of a person who is or was a manager, managing member, employee, or agent of the company, or is or was serving at the request of the company as a manager, managing member, employee, or agent of another limited liability company, partnership, joint venture, trust, or other enterprise against any liability asserted against the person and incurred by the person in that capacity, or arising out of that status, whether or not the company has the power to indemnify the person against the liability under the provisions of this section.
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